Exhibit 10.2


 


RESTATED
AND AMENDED
EXECUTIVE
EMPLOYMENT
AGREEMENT


 


 


This
RESTATED AND AMENDED
EXECUTIVE
EMPLOYMENT
AGREEMENT
(the “Agreement”),
is effective
October
1, 2015,
by and
between
Amerx Health
Care Corporation,
a Florida
corporation
(“Amerx”),
Procyon
Corporation,
a Colorado corporation
(“Procyon”)
and James
B. Anderson
(the “Executive”).


WHEREAS,
 Amerx 
has,  prior
 to  the 
date  of 
this  Agreement,
 employed
 the


 


Executive
as its Vice
President of Operations;
and


 


WHEREAS,
Executive
is employed
by Procyon
as its
Chief Financial
Officer;
and


 


WHEREAS,
Procyon,
the parent
corporation
of Amerx,
has agreed
to provide some of
the benefits to
Executive
under this Agreement;
and


WHEREAS,
Amerx desires
to continue
to employ
the Executive
on a full-time
basis,
and the
Executive
desires
to be so
employed
by Amerx,
pursuant to
the terms
of this Agreement;


NOW,
THEREFORE,
in consideration
of the mutual
covenants
contained
herein,


 


the parties
agree
as follows:


 


ARTICLE
I


EMPLOYMENT
DUTIES
AND
BENEFITS


 


Section
1.1
Employment
Amerx
hereby
employs
the
Executive
in the
position
described
on Schedule
1 hereto
as an
executive
officer
of Amerx,
pursuant
to the
terms
of this
Agreement.
The Executive
accepts
such
employment
and
agrees
to perform
the duties
and responsibilities
assigned
to him
pursuant
to this
Agreement.


Section
1.2
Duties
and
Responsibilities.
The
Executive
shall
hold
the
positions
with Amerx
and
Procyon
which
are specified
on Schedule
I, which
is attached
hereto
and incorporated
herein
by reference.
The
Executive
is employed
pursuant
to the
terms
of this
Agreement
and
agrees
to devote
full-time
to the
business
of Amerx
and Procyon.
The Executive
shall
perform
the duties
set
forth
on Schedule
1 while
employed
as an
executive
officer,
and
such
further
duties
as may
be determined
and
assigned
to him
from
time-to-time
by the Chief
Executive
Officer
or the
Board
of Directors
of Procyon,
the parent
corporation
of Amerx.


 


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Section
1.3 Working
Facilities.
The
Executive
shall
be furnished
with
facilities
and services
suitable
to the
position
and
adequate
for
the
performance
of the
Executive’s
duties
under
this
Agreement.
The
Executive’s
duties
shall
be rendered
at Amerx’s
offices,
or at
such
other
place
or places
as the
Executive
may designate
with
Amerx’s
approval,
which
shall
not
be unreasonably
withheld.


Section
1.4 Vacations.
The Executive
shall
be entitled
each
year
to a reasonable
vacation
of not
less
than
four
weeks
in accordance
with
the
established
practices
of Procyon
now or
hereafter
in effect
for
executive
personnel,
during
which
time
the
Executive’s
compensation
shall
be paid
in full.
Should
Amerx
or Procyon
from
time-to-time
require
the Executive
to perform
job
duties
during
vacation
periods,
the
Executive
shall
be entitled
to compensatory
vacation
time
at a mutually
agreeable
time.


 Section 1.5 Expenses. The Executive is authorized to incur reasonable expenses for promoting the domestic and international business of Amerx and Procyon in all respects, including expenses for entertainment, travel and similar items. Amerx or Procyon, as applicable, will reimburse the Executive for all
such expenses that are reasonably related
to Amerx’s or
Procyon’s business and primarily
for Amerx’s and/or Procyon’s benefit, upon
the presentation by the Executive, from time-to-time,
of an itemized account of
such expenditures. Such expenses
shall be reviewed and approved
by Procyon’s
Chief Executive Officer.


Section
1.6
Benefit
Plans.
From
the
effective
date
of this
Agreement,
the
Executive
shall
be entitled
to participate
in all
existing
benefit
plans
provided
to Procyon’s
executive
employees,
including,
to the
extent
now
or hereafter
in effect,
medical,
health,
dental,
vision,
disability,
life
insurance
and
death
benefit
plans,
in accordance
with
the
terms
of such
plans.


ARTICLE
II COMPENSATION


Section 2.1 Base Salary. 
Amerx shall pay to the Executive a base salary of not less


 


than
the
amount
specified
on Schedule
1, subject
to annual
review
and
raises
in such
base
salary.
The
base
salary
may
be changed
by action
of Procyon’s
Board
of Directors,
and
such
changes
shall
thereafter
be included
in the
Executive’s
base
salary
as defined
for
purposes
of this
Agreement
and
Procyon’s
bonus
plan.


 


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Section
2.2 Bonus and Bonus Plan Participation. The Executive
shall be entitled
to receive
certain
short term and
long term
incentive
bonuses, as set
forth, and pursuant
to the conditions
 set 
forth,  in Schedule
 1.  The 
Executive
 shall  also
 be  entitled
 to  receive
incentive
bonuses in
accordance
with the provisions
of the Procyon-wide
bonus plan as
in


effect
from time
to time.


 


ARTICLE
III


 


TERM
OF EMPLOYMENT
AND TERMINATION


 


Section
3.1 Term and Nature of Employment. This
Agreement
shall
be for
a term
of one
year,
commencing
on its
effective
date,
subject,
however,
to termination
during
such
period
as provided
in this
Article
and
approval
of the
Board
of Directors
of Procyon
in its
annual
meeting.
Nothing
contained
in this
Agreement
shall
be construed
to constitute
a promise
of employment
to the
Executive
for
a fixed
term.
Executive's
employment
under
this
Agreement
is strictly
"at
will,"
and
may be
terminated
by the
Executive,
Amerx
or Procyon,
upon thirty
days
written
notice,
for any
reason
or no
reason,
with or
without
cause.


Section
3.2 Renewal of Term. Subject
to Procyon’s
Board
of Directors’
 approval,
Executive's
employment
shall
be extended
for one
additional
year
at the end
of each year
of the term,
or extended
term,
of this Agreement
on the
same terms and
conditions
as contained
in this Agreement,
unless either Amerx,
Procyon
or the
Executive
shall,
prior
to the expiration
of the initial
term or of
any renewal
term, give
written
notice of
the intention
not to renew this
Agreement.


Section
3.5 Termination.
In the
event
of termination
of this
Agreement
by the Executive
or Procyon
or Amerx
for any
reason,
including termination
by death
or disability of
the Executive,
Amerx shall
be obligated
to compensate
the Executive
for any
accrued
vacation
time not
taken and
any
earned
but unpaid
base salary
and any
earned
but unpaid bonuses up to the date
of termination.


Section
3.6 Options. Any options
granted
to the
Executive
to purchase
stock
of Procyon
shall
become
fully
vested
on the
date
of the
involuntary
termination
of this
Agreement.
This provision
shall
serve
as a contractual
modification
of any
option
grants
or agreements
between
the Executive
and
Procyon,
whether such grants
or agreements
shall pre-date
or postdate this
Agreement,
and is hereby
incorporated
by reference
into each
such option
grant
or agreement.


 


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ARTICLE
IV GENERAL
MATTERS


Section
4.1 Governing
Law. This
Agreement
shall be
governed
by the
laws of
the


 


State
of Florida and
shall be
construed in accordance
therewith.


 


Section
4.2 No Waiver. No provision
of this
Agreement
may be
waived
except
by an
agreement
in writing
signed
by the
waiving
party.
A waiver
of any
term or
provision shall not be
construed as
a waiver
of any
other term
or provision.


Section
4.3 Amendment.
This Agreement
may be
amended,
altered
or revoked
at any
time, in
whole or in
part, by filing
with this
Agreement
a written
instrument
setting forth
such changes,
signed
by each
of the parties.


Section
4.4 Benefit. This Agreement
shall be binding
upon the Executive,
Procyon and
Amerx,
and shall
not be assignable
by Procyon
or Amerx
without the Executive's
written consent.


Section
4.5 Construction. Throughout this
Agreement the singular
shall include
the plural, and
the plural
shall include the singular,
and
the masculine
and neuter
shall include
the feminine, wherever
the context so requires.


Section
4.6 Text
to Control.
The headings
of articles
and sections
are
included solely
for convenience
of reference.
If any
conflict
between any
heading
and the text of
this Agreement
exists,
the text
shall control.


Section
4.2 Severability. If any provision
of this
Agreement
is declared
by any
court
of competent
jurisdiction
to be
invalid
for
any reason,
such invalidity
shall
not affect
the remaining
provisions.
On the
contrary,
such
remaining
provisions
shall
be fully
severable,
and
this
Agreement
shall
be construed
and
enforced
as if
such
invalid
provisions
had
not been
included
in the
Agreement.


Section
4.8 Authority. The officer
executing
this Agreement
on behalf
of Procyon
and Amerx
has been
empowered
and directed
to do so
by the Board
of Directors
of Procyon.


Section
4.9 Effective
Date.
The effective
date of this
Agreement
shall be
October
1,


 


2015.


 


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	PROCYON
    CORPORATION	 	AMERX
                           HEALTHCARE CORPORATION


 


	 	 	 
	 By:
    /s/ Regina W. Anderson	 	/s/ Justice W. Anderson 
	Regina W.  Anderson		Justice W. Anderson 
	Chiefi
    Executive Officer	 	President
	 	 	
	 	 	 
	 By:
    /s/ Fred W. Suggs, Jr.	 	/s/ Joseph R. Treshler 
	Fred
    W. Suggs,
    Jr.	 	Joseph R. Treshler 
	Director,
    Member
    of the
    Procyon	 	Director, Member of the Procyon
	Corporation
    Compensation
    Committee	 	Corporation Compensation Committee
	 	 	 
	 	 	 
	EXECUTIVE:	 	 
	 	 	 
	 /s/
    James B. Anderson	 	 
	James B. Anderson	 	 
		 	 



 





 


 


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FY
2016


 


PROCYON
CORPORATION
AMERX-HEALTH
CARE CORPORATION


RESTATED
AND AMENDED
EXECUTIVE EMPLOYMENT
AGREEMENT



Schedule
1


Salary
and Benefit
Statement


 





	Executive:	James
    B. Anderson	October 1, 2015



 


	Position:	Amerx
Health
Care
Corporation:
Vice
President
of Operations
	 	Procyon
Corporation:
Chief
Financial
Officer
	 	 
	Reporting
to:	Regina W. Anderson,
    Chief
    Executive Officer, Procyon Corporation
	 	Justice
W. Anderson,
President,
Amerx
Health
Care
	 	 Procyon
Corporation
Board
of Directors
	 	 
	Base
Salary:

	 $130,000,
annually
	 	 
	Benefits:	 As
    outlined in this Executive
    Employment Agreement.
	 	 
	Term:	As described
in Section
3.1 of the
Executive
Employment
Agreement.
The terms of the Amerx
Sales
Incentive
and Profit
Bonuses described
below shall reviewed
annually,
and any
amendment thereto
to be made with the
mutual agreement
of Procyon,
Amerx and
the Executive.
	 	 
	Benefits: 	As outlined in this Executive Employment Agreement and the
    current Procyon Corporation Employee Handbook.
	 	 
	Term: 	As described in Section
    3.1 of the
    Executive
    Employment Agreement.
    The terms of the Amerx Sales Incentive and Profit Bonuses
    described below
    shall reviewed annually, and any amendment
    thereto to be made with the
    mutual agreement
    of Procyon,
    Amerx and
    the Executive.
	 	 
	Responsibilities:	Procyon Corporation - title: Chief Financial Officer



 


		•	Oversee
                                         and Manage
                                         all
                                         financial
                                         record
                                         keeping,
                                         quarterly
                                         and annual
                                         financial
                                         reporting,
                                         SEC filings,
                                         quarterly,
                                         annual
                                         audits and payroll.
	 	 	 
	 	•	Amerx
                                         Health
                                         Care Corporation
                                         - title:
                                         Vice President
                                         of Operations
	 	 	 
	 	•	Management,
supervision
and coordination
of accounting
staff, weekly/monthly
financial
reporting and
accuracy
of un-audited
reporting
 of financials.
	 	 	 
	 	•	Support
                                          the 
                                         Management,
                                          supervision
                                          and
                                          coordination
                                          of sourcing
                                         and manufacturing
                                         of all
                                         Amerx
                                         products.






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		•	Management
                                         and
                                         supervision
                                         of daily
                                         operation
                                         of administrative
                                         support staff
                                         and warehouse
                                         staff.
	 	 	 
	 	•	Oversight
of IT operations,
performance
and proficiencies.
	 	 	 
	 	•	Direct
and Oversee
all FDA
regulatory
requirements,
SOP, quality
controls,
testing,
filing and
documentation
of manufacturing
process.






 


	Profit Incentive:	The profit
incentive
will be based
on audited
fiscal
year 2016.

	 	 
	 	 
	Profit Bonus for Amerx:	If Amerx profit is $250,000 or more, but less than $500,000, the Executive will receive a cash payment equal to 2.4% of the total profit.





	 	 




If
Amerx
profit
is $500,000
or more,
but less
than
$750,000,
the


Executive
will receive
a cash
payment
equal
to 3%
of the
total
profit.


	 	If Amerx profit is $500,00 or more, but less than $750,000, the
    Executive will receive a cash payment equal to 3% of the total profit.
	 	 
	 	If Amerx profit is $750,000 or more, but less than $1,000,000, the
    Executive will receive a cash payment equal to 3.25% of the total profit.
	 	 
	 	 
	 	If Amerx profit is $1,000,000 or more, the Executive will receive a cash
    payment equal to 3.4% of the total profit.
	 	 
	 	The Profit Incentive Bonus for Amerx will be paid by Amerx to Executive
    after the close of the fiscal year end.






 











 





	APPROVED:	 	 
	 	 	 
	PROCYON
    CORPORATION	 	EXECUTIVE:


 


	 	 	 
	 By:
    /s/ Regina W. Anderson	 	/s/ James B. Anderson 
	Regina W.  Anderson		James  B. Anderson 
	Chief
    Executive Officer	 	
	 	 	
	 	 	 
	 By:
    /s/ Fred W. Suggs, Jr.	 	AMERX HEALTH CARE
    CORPORATION 
	Fred
    W. Suggs,
    Jr.	 	
	Director,
    Member
    of the
    Procyon	 	By:
    /s/ Justice W. Anderson
	Corporation
    Compensation
    Committee	 	Justice W. Anderson
	 	 	President 



 


 


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	By: /s/
    Joseph R. Treshler	 	 
	Joseph R. Treshler	 	 
	Director,
    Member of the Procyon	 	 
	Corporation Compensation Committee.	 	 



 


 


 

Effective:
Date: October 1, 2015

 


 


 


 


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