exv10w1



 





EXHIBIT 10.1




EMPLOYMENT AGREEMENT




     THIS AGREEMENT by and between Arcadia Resources, Inc., a Nevada corporation (“Arcadia” or
“Employer”), and Steven L. Zeller (the “Executive”), is made on and is effective September 24,
2007.



     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 shall serve
Employer and its subsidiaries on the terms and conditions set forth in this Agreement, for the
period beginning on the date hereof (the “Employment Date”) and continuing until terminated as
provided below in Section 4 (the “Employment Period”).



     2. Position and Duties.



          (a) As of the date of this Agreement, and during the Employment Period, the Executive will be
employed as Executive Vice President, In Home Health Care and Staffing, of Arcadia and such of its
subsidiaries as may be determined by Arcadia’s President and Chief Executive Officer (“CEO”),
performing such duties as may be designated by the President/CEO from time to time (which shall be
consistent with the general nature of the duties and authority of such officer in similarly
situated companies) and in compliance with Employer’s policies 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 the President/CEO with Executive’s written
consent which shall not be unreasonably withheld.




          (b) During the Employment Period, excluding any periods of vacation and absence due to
intermittent illness to which the Executive is entitled, and any services or activities on behalf
of civic or charitable institutions that do not significantly interfere with the performance of his
responsibilities to Employer or violate the provisions of Section 9, the Executive shall devote
his full time and attention to the business and affairs of Employer and its subsidiaries. Except
as stated in the previous sentence and as permitted by Section 9 relative to BestCare Travel
Staffing, LLC (“BestCare”), during the Employment Period, Executive shall have no other employment
or business interests; provided, however, that the Executive shall be able to invest his personal
assets in investments and entities as long as such investments do not violate Section 9 and do not
require a material amount of the Executive’s time. The Executive shall use reasonable efforts to
faithfully and efficiently carry out all duties and responsibilities assigned to him.




     3. Compensation.



          (a) Base Salary. During the Employment Period, the Executive shall receive an annual
base salary of $200,000 payable in accordance with the regular payroll practices of Employer. The
Executive’s base salary shall be reviewed annually by Employer, in accordance with Employer’s
standard practices for executives generally, and may be increased, but not decreased, as determined
by the Board of Directors, in its sole discretion, or by any Committee of the Board of Directors to
which such authority has been delegated.




 









 








          (b) Equity Awards. Throughout the Employment Period, Executive shall be eligible to
receive awards of Employer’s equity securities as may be awarded in the discretion of the Board of
Directors or by any Committee of the Board of Directors to which such authority has been
delegated.




          (c) Annual Bonus and Incentive Plans; Other Benefits. Throughout the Employment
Period, the Executive shall be eligible to participate in any bonus or incentive plans that are
available to the senior executives of Arcadia.




          (d) Other Benefits. To at least the same extent as other senior executives of
Arcadia, except as required by law or applicable government regulations, the Executive shall be
entitled to participate in: (i) any short-term and long-term incentive, savings, and retirement
plans; (ii) all practices, policies and programs including vacation policies established by
Employer; and (iii) the Executive and/or the Executive’s family, as the case may be, shall be
eligible 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 entitled to
receive prompt reimbursement for all reasonable expenses incurred by the Executive in carrying out
the Executive’s duties under this Agreement, provided that the Executive complies with the
generally applicable policies, practices and procedures of Employer for submission of expense
reports, receipts, or similar documentation of such expenses.




          (f) Automobile Allowance. Employer will provide Executive with an automobile
allowance of $500 per month throughout the term of this Agreement.




          (g) Vacation. Executive shall be entitled to not less than three (3) weeks of paid
vacation leave annually or such greater period of vacation leave as Employer may prescribe.




     4. Termination of Employment.



          (a) Death or Disability. The Executive’s employment and the Employment Period shall
terminate automatically upon the Executive’s death or Disability during the Employment Period.
“Disability” means Executive’s inability, because of mental or physical illness or incapacity,
whether total or partial, to perform one or more primary duties of the Executive’s employment 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’s employment hereunder
regarding the Executive’s inability, because of mental or physical illness or incapacity, whether
total or partial, to perform one or more primary duties of the Executive’s employment with
reasonable accommodation, Executive, at the request of Employer, shall submit to a medical
examination by a physician selected by Employer (the “Employer Physician”) to determine whether
the Executive is so disabled. In the event that the Executive disagrees with the findings of the
Employer Physician, Executive shall have the right to submit to a second medical examination by a
physician selected by the Executive (the “Executive Physician”). If the Employer Physician’s and
the Executive Physician’s findings agree with respect to Executive’s disability status, such
determination shall be binding on Employer and the Executive. If the Employer Physician’s and the
Executive Physician’s findings do not agree with respect to Executive’s disability status, the
Employer Physician and the Executive Physician shall together designate a third physician to make
the determination with respect to Executive’s disability status and such determination shall be
binding on the Employer and the Executive. The date of the Executive’s Disability shall be the
date on which a Physician (whether Employer, Executive or third Physician) makes a final, binding
determination of Executive’s disability.




Page 2 of 11









 








          (b) By Employer . Employer may terminate the Executive’s employment under this
Agreement during the Employment Period for Cause or without Cause. “Cause” means:




               (i) The Executive’s fraud, intentional misconduct, knowing violation of law, theft or
embezzlement committed with respect to Employer, its Affiliates or customers;



               (ii) the continued failure by the Executive to perform his duties as contemplated by this
Agreement (other than any such failure resulting from his Disability or any such actual or
anticipated failure after the issuance by the Executive of a Notice of Termination for Good Reason)
over a period of not less than ten (10) days; provided however, that Employer may terminate the
Executive’s employment for “cause” under this subdivision only if Employer has provided notice to
the Executive of his performance failures and such failures have not been cured by the Executive
within ten (10) days of the receipt of notice by the Executive;



               (iii) the willful or negligent misconduct of the Executive that is materially injurious to
Employer (including, without limitation, any breach by the Executive of Section 9 of this
Agreement), and, in the case of negligent misconduct, such misconduct is not cured by Executive
within ten (10) days of the receipt of notice by the Executive from Employer;



               (iv) the Executive’s conviction of a misdemeanor which directly causes material financial harm
to Employer, which harm is not cured by the Executive within ten (10) days of the receipt of notice
by the Executive from the Employer of such harm;



               (v) the Executive’s conviction of a felony (including a felony constituting a crime of moral
turpitude);



               (vi) Executive’s material breach of this Agreement causing material harm to Employer that is
not cured within ten (10) days of receipt of notice thereof (any breach by the Executive of Section
11of 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 of Employer which
does not require unlawful action nor breach this Agreement.



               (ix) Provided, however, that the Executive shall be limited to one cure during any twelve (12)
month period for all descriptions of cause and only for those causes where a cure period is
permitted.



          (c) A termination of Executive’s employment for Cause shall be effectuated by giving the
Executive written notice (“Notice of Termination for Cause”) of the termination, setting forth in
reasonable detail the specific conduct that constitutes Cause and the specific provision(s) of this
Agreement on which Employer relies. The Executive shall have ten (10) days to remedy the conduct
set forth in the Notice of Termination for Cause. A termination of Executive’s employment for
Cause shall be effective on the tenth day following the date when the Notice of Termination for
Cause is given, unless the conduct set forth in the notice is remedied by the Executive within the
ten (10) 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 Executive written notice of the termination, which termination shall be effective on the tenth
day following the date when the Notice of Termination without Cause is given,





Page 3 of 11









 







          (d) By the Executive. The Executive may terminate employment under this Agreement 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 longer reporting to
Arcadia’s President/CEO, except such a change that is made by mutual agreement between the
Executive and Employer provided that Executive shall not unreasonably withhold his consent;



               (iv) a material failure by Employer to comply with any provision of Sections 2 and 3 of this
Agreement, other than (i) a purely monetary failure with respect to an amount less than $5,000,
(ii) a failure within Executive’s control or (iii) an isolated, insubstantial or inadvertent
failure that is not taken in bad faith and is remedied by Employer within ten (10) days after
receipt of written notice thereof from the Executive;



               (v) any action by Employer, except as required by law or applicable government regulations,
which is specific to the Executive that would or does adversely affect Executive’s participation in
bonus or incentive plans or the Other Benefits as described in Sections 3(b) and/or 3(c); and



               (vi) any failure by Employer to obtain from any successor in interest thereto assent to the
terms of this Agreement.



          (e) A termination of employment by the Executive for Good Reason shall be effectuated by
giving Employer written notice (“Notice of Termination for Good Reason”) of the termination,
setting forth in reasonable detail the specific conduct that constitutes Good Reason and the
specific provision(s) of this Agreement on which the Executive relies, provided that to be
effective the Notice of Termination for Good Reason must be given within thirty (30) days of the
act or omission on which it is based. Employer shall have thirty (30) days to remedy the conduct
set forth in the Notice of Termination for Good Reason. A termination of employment by the
Executive for Good Reason shall be effective on the thirtieth day following the date when the
Notice of Termination for Good Reason is given, unless the conduct set forth in the notice is
remedied by Employer within the thirty (30) day period; provided, however, that Employer shall be
able to cure such conduct only once within a twelve (12) month period.




          (f) A termination of the Executive’s employment by the Executive without Good Reason shall be
effected by giving Employer at least thirty (30) days’ advance written notice of the termination.




          (g) Date of Termination. The “Date of Termination” means the date of the Executive’s
death, the date of the Executive’s Disability, the date the termination of the Executive’s
employment under this Agreement by Employer for Cause or without Cause or by the Executive for Good
Reason or without Good Reason, as the case may be, is effective. The Employment Period shall end
on the Date of Termination.




Page 4 of 11









 





          (h) “Affiliate” of Employer means any person or entity directly or indirectly controlling,
controlled by, or under common control with, Arcadia. For purposes of this definition, the terms
“Control,” “Controlling,” and “Controlled” mean the right to elect a majority of the members or the
board of directors or other comparable body responsible for management and direction 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 under this
Agreement (other than for Cause) or the Executive terminates employment under this Agreement for
Good Reason (any such termination of employment being a “Section 5(b) Termination”) and provided
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 months of the Executive’s
current base salary (as in effect on the Date of Termination), payable in regular intervals, in
accordance with the regular payroll practices of Employer;



               (ii) the Executive shall receive a pro rata portion of any bonus or incentive plan amount for
that portion of the year prior to the Date of Termination but only to the extent the Executive’s
performance measures are achieved at the end of the fiscal year. Pro rata bonuses shall be paid
within sixty (60) days of the end of the fiscal year. 



               (iii) if after the Date of Termination the Executive elects to receive continuation coverage
under Employer’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act
of 1985 (“COBRA”), the Executive shall be entitled to reimbursement from the Employer for the
COBRA premium costs of medical, prescription, dental and vision coverage, if any, 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, such reimbursement not to exceed the
COBRA rates for such coverage and, unless terminated sooner as described below, such reimbursement
to continue for one year after the Date of Termination; provided, however, that the Executive shall
be required to submit to Employer reasonable evidence of payment by the Executive of any such
COBRA premiums in order to obtain reimbursement from Employer and that the Executive may not
submit any requests for reimbursement of such payments more than once per calendar month; provided,
further, that Employer, in its sole discretion, may elect for the first two 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 Executive to remit such payments and seek
reimbursement therefore from Employer; provided, further, that the obligations of Employer to
reimburse any such payments shall terminate on the date of occurrence of the first to occur of any
of the following, if any of the following should occur prior to the end of the Severance Period:
(i) the date of commencement of eligibility of the Executive under the group health plan of any
other employer or (ii) the date of commencement of eligibility of the Executive for Medicare
benefits under Title XVIII of the Social Security Act (“Medicare Benefits”); and provided, further,
that the Executive nevertheless shall be entitled to elect COBRA continuation coverage without
reimbursement under Employer’s group health plans at the applicable COBRA premium rates through
the date that is 18 months after the Date of Termination or, if earlier, the date that the
Executive becomes covered under the group health plan of another employer or becomes eligible for
Medicare Benefits, if the obligations of Employer to reimburse the Executive for COBRA premiums
for continuation coverage under Employer’s group health plans should terminate prior to such date.
Notwithstanding anything to the contrary set forth above, Employer, in its sole discretion, may
discontinue any coverage contemplated hereunder in the event that such



Page 5 of 11









 







continuation is not permitted under or would adversely affect the tax status of the plan or
plans of Employer pursuant to which the coverage is provided, in which case Employer shall make
supplemental severance payments to the Executive in monthly amounts equal to the amounts to which
the Executive otherwise would have been entitled to reimbursement hereunder in respect of such
coverage for the remainder of the period that Employer otherwise would have been obligated to make
reimbursements hereunder to the Executive. Any amounts that are reimbursed to the Executive by
Employer or paid directly to the Executive as supplemental severance payments will be considered
taxable income to the Executive and any taxes on such amounts will be the Executive’s
responsibility and subject to applicable tax withholding.



               (iv) Employer shall also pay, or cause to be paid, to the Executive, in a lump sum in cash
within thirty (30) days after the Date of Termination certain of Executive’s accrued but unpaid
cash compensation (the “Accrued Obligations”), which shall include but not be limited 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 the Executive has
become entitled as of the Date of Termination, including declared but unpaid bonuses and
unreimbursed employee business expenses.



          (c) Death or Disability. If the Executive’s employment is terminated by reason of the
Executive’s death or Disability during the Employment Period, Employer shall pay the Accrued
Obligations to the Executive or the Executive’s estate or legal representative, as applicable, in a
lump sum in cash within thirty (30) days after the Date of Termination. In addition, Employer
shall pay a pro-rata portion of the Executive’s bonus to Executive or his estate or legal
representative, determined and paid in the manner set forth in subparagraph 5(b)(ii) above. Pro
rata bonuses shall be paid within sixty (60) days of the end of the fiscal year for that portion of
the year prior to the Date of Termination but only to the extent the Executive’s performance
measures are achieved at the end of the fiscal year. In such event, Employer shall have no
further obligations under this Agreement or otherwise to or with respect to the Executive other
than for any entitlements under the terms of any other plans or programs of Employer in which the
Executive participated and under which the Executive has become entitled to a benefit.




          (d) By Employer for Cause; By the Executive Other than for Good Reason. If the
Executive’s employment is terminated by Employer for Cause or the Executive voluntarily terminates
his employment other than for Good Reason, Employer shall pay the Executive, or shall cause the
Executive to be paid, the Executive’s base salary through the Date of Termination that has not been
paid and the amount of any declared but unpaid bonuses, accrued but unpaid vacation pay, and
unreimbursed employee business expenses, and Employer shall have no further obligations under this
Agreement or otherwise to or with respect to the Executive other than for any entitlements under
the terms of any other plans or programs of Employer in which the Executive participated and under
which the Executive has become entitled to a benefit.




     6. Tax Treatment. It is the intention of the parties that payments to be made 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 the independent
accountants serving as auditors for Employer on the date of this Agreement (or any other
independent certified public accounting firm designated by Employer ) determine that any payment or
distribution by Employer to or for the benefit of the Executive (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or otherwise) would be
nondeductible by Employer under Section 280G of the Code (or any successor provision), then the
amounts payable or distributable under this Agreement will be reduced to the maximum amount which
may be paid or distributed without causing such payments or distributions to be nondeductible. The
determination shall take into account (a) whether the payments or distributions



Page 6 of 11









 







are “parachute payments” under Section 280G, (b) the amount of payments and distributions
under this Agreement that constitute reasonable compensation, and (c) the present value of such
payments and distributions determined in accordance with Treasury Regulations in effect from time
to time. The Executive shall have the right to designate which payments or distributions will be
reduced.



     7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in any plan, program, policy or practice provided by
Employer for which the Executive may qualify. Vested benefits and other amounts that the 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 in accordance
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 other employment
or take any other action by way of mitigation of the amounts payable to the Executive under any of
the provisions of this Agreement. Notwithstanding this Section 8, the Executive shall continue to
be subject to all of the restrictions provided for in Section 9 of this Agreement during the
Severance Period.



     9. Confidential Information; Non-solicitation; Non-competition; Conflict of Interest.



          (a) The Executive agrees and acknowledges that by reason of his employment by and service to
Employer, he will have access to, become exposed to and/or become knowledgeable about confidential
information of Employer and its Affiliates (the “Confidential Information”) from time to 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 to Employer’s
competitors, are not recognized as being encompassed within standard business or management
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 the Confidential
Information except as may be required in the prudent course of business for the benefit 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 in business
throughout the United States. During the Executive’s employment by Employer and for the duration
of the Restricted Period (defined below), the Executive agrees that he will not, unless acting with
the prior written consent of Employer, directly or indirectly, own, manage, control, or participate
in the ownership, management or control of, be financially interested in, or be employed or engaged
by, or otherwise affiliated or associated with, as an officer, director, employee, consultant,
independent contractor or otherwise, any other corporation, partnership, proprietorship, firm,
association or other business entity, which is engaged in the management, ownership or operation of
any business that, as of the Date of Termination, is engaged in by Employer or its Affiliates in
the United States, has been reviewed by or with Arcadia’s senior management or the Board of
Directors of Arcadia for development to be owned or managed by Employer or its Affiliates, within
nine (9) months of the Date of Termination, and/or has been divested by Employer or its Affiliates
but as to which Employer or its Affiliates have an obligation to refrain from involvement for so
long as such restriction applies to Employer; provided, however, that the ownership of not more
than 5% of the equity of a publicly traded entity shall not be deemed to be a violation of this
paragraph; and further provided that Executive’s direct or indirect ownership, management or
control of, or financial interest in, BestCare shall not be deemed to be a violation of this
paragraph, contingent on Executive acting in compliance with his obligations specified in this
Agreement and BestCare acting in compliance with its obligations specified in an Agreement for Appointment of Arcadia Health Services, Inc. Representative dated August 13, 2006, as exists
now or may hereafter be amended or superseded.





Page 7 of 11









 







          (c) The Executive also agrees that he will not, directly or indirectly, during the Restricted
Period induce any person who is an employee, officer, director, or agent of Employer or its
Affiliates, to terminate such relationship, or employ, assist in employing or otherwise be
associated in business with any present or former employee or officer of Employer or its
Affiliates, including without limitation those who commence such positions with Employer or its
Affiliates after the Date of Termination.




          (d) During the Restricted Period, the Executive shall not attempt in any manner to contact or
solicit any individual, firm, corporation or other entity (i) that is or has been, a customer,
supplier or vendor of Employer or its Affiliates at any time during the Restricted Period, (ii) to
which a proposal has been made by Employer or its Affiliates during the Restricted Period or (iii)
to which Employer or its Affiliates has made a proposal during the nine (9) months preceding the
Date of Termination, for the purpose of implementing or providing services or products similar to
the services and products provided by Employer or its Affiliates at the Date of Termination. In
addition, during the Restricted Period, the Executive shall not persuade or attempt to persuade any
customer, supplier, vendor, licensor or other entity or individual doing business with Employer or
its Affiliates to discontinue or reduce its business with Employer or its Affiliates or otherwise
interfere in any way with the business relationships and activities of Employer.




          (e) The Executive acknowledges and agrees that the restrictions contained in this Section 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 have entered into this
Agreement in the absence of such restrictions and that irreparable injury will be suffered 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 to
consult the Executive’s own legal counsel in respect of this Agreement, (ii) the Executive has
consulted with and been advised by his own counsel in respect of this Agreement, and (iii) the
Executive has had full opportunity, prior to 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 restrictions in this
Section 9 may not be adequately compensated by monetary damages. The Executive agrees 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 equitable remedies as may be
available to Employer. In the event that the provisions of this Section 9 should ever be
adjudicated to exceed the limitations permitted by applicable law in any jurisdiction, it is the
intention of the parties that the provision shall be amended such that those provisions are made
consistent with the maximum limitations permitted by applicable law, that such amendment shall
apply only within the jurisdiction of the court that made such adjudication and 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 if the Executive
resigns or terminates his employment with Good Reason, or if employment terminates due to death or
disability.




Page 8 of 11









 





          (i) All Confidential Information; all innovations, inventions and discoveries of Employer; and
all correspondence, files, documents, advertising, sales, manufacturers’ and other materials or
articles or other information of any kind, in any media, form or format, whether or not deemed
confidential, shall be and remain the sole property of Employer (“Employer Property”). Upon
termination or at Employer’s request, whichever is earlier, Executive shall immediately deliver to
Employer all such Employer Property.




          (j) If, contrary to the effort and intent of the parties, any covenant or other obligation
contained in this Section 9 shall be found not to be reasonably necessary for the protection of, to
be unreasonable as to duration, scope or nature of restrictions, or to impose an undue hardship on
Executive, then it is the desire of the parties that such covenant or obligation not be rendered
invalid thereby, but rather that the duration, scope or nature of the restrictions be deemed
reduced or modified, with retroactive effect, to render such covenant or obligation reasonable,
valid and enforceable. The parties further agree that in the event a court, despite the efforts
and intent of the parties, declares any portion of the covenants or obligations in this Section 9
invalid, the remaining provisions of this Section 9 shall nonetheless remain valid and enforceable.




          (k) Employer acknowledges that Executive is a member/owner, director and President of
BestCare. Employer, BestCare and Executive are parties to an Agreement for the Appointment of
Representative, dated as of August 13, 2006 (the “Representative Agreement”). Executive’s
responsibilities to Employer include managing Employer’s staffing businesses, including the travel
nurse and allied health professional staffing business and relationship with BestCare. Employer
believes it is in its best interest for Executive to retain his positions with BestCare to ensure
the purposes and intent of the Representative Agreement are fulfilled. As soon as practicable
after the Employment Date, but not later than October 31, 2007, Employer and Executive agree that
Executive will complete the transition into his full-time position with Employer (and until then
maintain part-time status with, and on terms acceptable to, Employer) and will cause BestCare to
designate a person reasonably satisfactory to Employer to manage the day-to-day business of
BestCare. Executive agrees he will receive no annual salary or other employment-related
compensation from BestCare. Promptly following the execution of this Agreement, Employer’s
President and CEO (or his designee) and Executive agree to develop a mutually acceptable protocol,
subject to the approval of the Audit Committee of Employer’s Board of Directors, prescribing
the process to identify and resolve any conflicts of interest which arise during the Employment
Period. Employer and Executive each agree to comply with such protocol as approved by the Audit
Committee and as may thereafter be amended or superseded by written agreement of Employer and
Executive (who shall not unreasonably withhold his approval) with the approval of the Audit
Committee. Any termination of the term of the Representative Agreement will be governed by its
terms and not by the terms of this Agreement.




     10. Governing Law and Arbitration. This Agreement and all disputes arising out of
Executive’s employment hereunder shall be governed by and construed in accordance with the laws of
the State of Indiana without reference to principles of conflict of laws, notwithstanding that
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’s
employment, whether arising in contract, tort or otherwise, including all claims assertable under
any federal or state law prohibiting discrimination in employment, shall be resolved at arbitration
in accordance with the rules of the American Arbitration Association, except for any equitable or
injunctive relief sought by Employer under this Agreement. The arbitration shall be held at a
location within Marion County, Indiana. The parties hereto agree that any arbitration award
rendered on any claim submitted to arbitration shall be final and binding upon the parties, and
that 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 parties
to the proceeding, except that the party determined to have prevailed in any



Page 9 of 11









 







arbitration or civil action shall be awarded its reasonable attorneys fees and costs of its
own experts, evidence and the like. The parties hereto acknowledge and agree that by making this
agreement to submit all claims to binding arbitration, they are waiving the right to litigate in a
court of law, and to trial by jury if applicable, all claims, including all claims assertable under
any federal or state law prohibiting discrimination in employment.



     11. Successors.



          (a) This Agreement is personal to the Executive and, without the prior written consent of
Employer, shall not be assignable by the Executive otherwise than by will or the laws of descent
and distribution. This Agreement shall inure to the benefit of and be enforceable by the
Executive’s legal representatives.




          (b) This Agreement shall inure to the benefit of and be binding upon the Employer and its
successors and assigns.




          (c) The Employer shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Employer expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Employer would have been required to perform it if no such succession had taken
place. As used in this Agreement, “Employer” shall mean both Arcadia as defined above and any such
successor that assumes and agrees to perform this Agreement, by operation of law or otherwise.




     12. Miscellaneous.



          (a) The captions of this Agreement are not part of the provisions hereof and shall have no
force or effect. This Agreement may not be amended or modified except by a written agreement
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 its
subject matter and constitutes (along with any documents referred to in this Agreement) a complete
and exclusive statement of the terms of the Agreement between Employer and Executive with respect
to its subject matter.




          (b) All notices and other communications under this Agreement shall be in writing and shall be
given by hand to the other party or by registered or certified mail, return receipt requested,
postage prepaid, or by facsimile or overnight courier, addressed as follows:




If to the Executive:



Steven L. Zeller

120 E. Main Street, #1104

Lexington, KY 40507




If to the Employer: 



Arcadia Resources, Inc.

9229 Delegates Row, Suite 260

Indianapolis, IN  46240

Attn: President and CEO




Page 10 of 11









 




or to such other address as either party furnishes to the other in writing in accordance with this
paragraph (b) of this Section. Notices and communications shall be effective when given in the
manner described above.




          (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement. If any provision of this
Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision,
together with all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.




          (d) Notwithstanding any other provision of this Agreement, Employer may withhold from amounts
payable under this Agreement all federal, state, local and foreign taxes that are required to be
withheld by applicable laws or regulations.




          (e) The Executive’s or Employer’s failure to insist upon strict compliance with any provision
of, or to assert any right under, this Agreement (including, without limitation, the right of the
Executive to terminate employment for Good Reason pursuant to paragraph (c) of Section 5 of this
Agreement) shall not be deemed to be a waiver of such provision or right or of any other provision
of or right under this Agreement.




          (f) This Agreement may be executed in several counterparts, each of which shall be deemed an
original, and said counterparts shall constitute but one and the same instrument.




     13. The respective rights and obligations of the parties hereunder shall survive any
termination of the Executive’s employment to the extent necessary to the intended preservation of
such rights and obligations, including, but not by way of limitation, those rights and obligations
set forth in Sections 3, 5, 6, 8 and 9.



     IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization of the Board of Directors, Employer has caused this Agreement to be executed in its
name and on its behalf, all as of the day and year first above written.



ARCADIA RESOURCES, INC.




By: /s/ Marvin Richardson

Name: Marvin Richardson

Title: President and Chief Executive Officer




EXECUTIVE




/s/ Steven L. Zeller




Steven L. Zeller





Page 11 of 11