Exhibit
10.3 


 


RESTATED
AND
AMENDED
EXECUTIVE
EMPLOYMENT
AGREEMENT


 


 


 


This
RE-STATED
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 Justice
W. Anderson
(the
“Executive”).


WHEREAS,
Amerx
has, prior
to the
date
of this
Agreement,
employed
the Executive
as its
President; 


and


 


WHEREAS,
Executive
is employed
by Procyon
as an executive
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 bhasis, 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 position
with
Amerx
which


 


is
specified
on Schedule
1, 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.
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 Corporation, the parent corporation of Amerx (“Procyon”).





1


 


 




    	 



    	 



    




 





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
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
in all
respects,
including
expenses
for entertainment,
travel
and similar
items.
Amerx
will
reimburse
the
Executive
for all
such expenses
that are
reasonably
related
to Amerx’s
business
and primarily
for
Amerx’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
Financial
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.


 


2


 



 






    	 



    	 



    

 


Section
2.2 Bonus
and Bonus
Plan
Participation.
The Executive
shall
be entitled
to receive
certain


 


incentive
bonuses,
as set
forth, and
pursuant
to the
conditions
set
forth,
in Schedule
1. The Executive
shall also
be entitled
to receive
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 intoeach 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
4.7 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.


 


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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.


 


 








 





	PROCYON
    CORPORATION	 	AMERX
                           HEALTH CARE CORPORATION


 


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




 


 


5


 


 







    	 



    	 



    

FY
2016


 


PROCYON
CORPORATION
AMERX
HEALTH
CARE CORPORATION


RESTATED AND
AMENDED
EXECUTIVE
EMPLOYMENT AGREEMENT


Schedule 1


Salary
and Benefit
Statement


 


 


 








	Executive:	Justice
    W. Anderson	October 1, 2015



 


	Position:	 Amerx
Health
Care
Corporation::
President
	 	 
	Base
Salary:

	 $210,000,
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.
	 	 
	Duties and Responsibilities:	Supervision and coordination of all operations of Amerx; supervision of
    all other executive and operating officers of Amerx; devising and executing strategic planning for all aspects of business
    conducted by Amerx; creating new opportunities for business and helping Amerx to remain competitive in the market place;
    oversight of Amerx operations to insure productive efficiency, quality, service and cost-effective management or resources;
    and such other matters as determined from time to time by Procyon’s Board of Directors.
	 	 
	Amerx Sales Incentive Bonus	Incentive pay will be based on Amerx fiscal year 2016 sales growth over
    previous fiscal year total sales.










		•	8%
Incentive:
If Amerx
net sales
for
fiscal
year 2016
increase
at least
8% but
less than
15% over
the prior
fiscal
year’s
net sales,
incentive
pay will
consist
of a cash payment
equal to 5%
of net sales
over the
prior
fiscal
year’s
net sales.





 


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	 	•	15% Incentive: If Amerx
                                                                                                                                net
                                                                                                                                sales for fiscal year 2016 increase at least 15% but less than 25% over the prior fiscal year’s net sales, incentive
                                                                                                                                pay will consist of a cash payment equal to 5.5% of net sales over the prior fiscal year’s net sales and an award of
                                                                                                                                25,000 Options to purchase Shares of Procyon Common Stock with an exercise price equal to the closing market price of such
                                                                                                                                stock on the date of grant.
	 	 	 
		•	25%
Incentive:
If Amerx
net sales
for
fiscal
year 2016
increase
25% or
more
over the
prior
fiscal
year’s
net sales,
incentive
pay will
consist
of a cash
payment
equal to
6% of
net sales
over the
prior
fiscal
year’s total
net sales
and an award of 40,000 Options
to purchase
Shares of
Procyon Common
Stock with
an exercise
price equal
to the closing
market
price of
such stock
on the date
of grant.
	 	 	 



		•	The
                                                                                                                                                 Sales Incentive Bonus will be paid
                                                                                                                                                 by Amerx to the
                                                                                                                                                 Executive  after the
                                                                                                                                                 close of the fiscal year end.



 


 


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

	 	 
	 	 
	Amerx Profit Bonus:	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 3.45% 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.






 





 


7


 


 






    	 



    	 



    







 





	APPROVED:	 	 
	 	 	 
	PROCYON
    CORPORATION	 	EXECUTIVE:


 


	 	 	 
	 By:
    /s/ Regina W. Anderson	 	/s/ Justice W. Anderson 
	Regina W.  Anderson		Justice
    W. 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/ James B. Anderson
	Corporation
    Compensation
    Committee	 	James
    B. Anderson
	 	 	Executive



 


 


7


 


 






 




    	 



    	 



    







 


 


	 	 	 
	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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