Exhibit 10.1


 


RESTATED
AND AMENDED
EXECUTIVE
EMPLOYMENT
AGREEMENT


 


 


 


This
RESTATED AND AMENDED
EXECUTIVE
EMPLOYMENT
AGREEMENT (the
“Agreement”),
is effective
October
1, 2015,
by and
between
Procyon
Corporation,
a Colorado corporation
("Procyon")
and Regina
W. Anderson
(the "Executive").


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


 


Executive
as its Chief
Executive
Officer
and Chairman
of the Board
of Directors; and


 


WHEREAS,
Procyon
desires
to continue
to employ
the Executive
on a full-time
basis, and
the Executive
desires
to be so
employed
by Procyon,
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. Procyon hereby
employs
the Executive
in the
position described
on Schedule
1 hereto
as an
executive
officer of Procyon,
pursuant
to the terms
of this Agreement.
The Executive
accepts
such employment
and agrees
to perform
the duties
and responsibilities
assigned to her pursuant
to this Agreement.


Section
1.2 Duties and
Responsibilities.
The Executive
shall hold the
positions
with Procyon
which
are 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 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 her from time-to-time
by the
Board of
Directors
of Procyon.


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 Procyon's
offices,
or at such
other place
or places
as the
Executive
may designate
with Procyon'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
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.


 


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Section
1.5 Expenses. The Executive
is authorized
to incur
reasonable
expenses
for promoting the
domestic and
international
business
of Procyon
in all
respects,
including expenses
for entertainment,
travel
and similar
items.
Procyon
will reimburse
the Executive
for all
such expenses
that
are reasonably
related
to Procyon's
business and
primarily
for 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 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.
Procyon
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.


Section
2.2 Bonus
and Bonus
Plan Participation.
The Executive
shall
be entitled
to receive
certain
short term
incentive bonuses,
as described,
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
or Procyon,
upon thirty
days
written
notice,
for
any reason
or no
reason,
with or
without
cause.


 


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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
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
for any
reason, including
termination
by death
or disability of
the Executive,
Procyon
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.


 


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.


 


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Section
 4.4  Benefit.
 This  Agreement
 shall  be 
binding  upon 
the  Executive
 and


 


Procyon,
and shall
not be assignable
by Procyon
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.


Section
4.8 Authority. The officer
executing
this Agreement
on behalf
of Procyon
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	 	EXECUTIVE:


 


	 	 	 
	 By: /s/ James
    B. Anderson	 	/s/ Regina W. Anderson 
	James B. Anderson	 	Regina W. Anderson 
	Chief
    Financial
    Officer	 	Chief
Executive
Officer
and
	 	 	Chairman
    of the
    Board
    of Directors
	 	 	 
	 By: /s/ Fred W.
    Suggs, Jr.	 	 
	Fred
    W. Suggs,
    Jr.	 	 
	Director,
    Member
    of the
    Procyon	 	 
	Corporation
    Compensation
    Committee	 	 
	 	 	 
	 By: /s/ Joseph R. Treshler	 	 
	Joseph
    R. Treshler	 	 
	Director,
    Member
    of the
    Procyon	 	 
	Corporation
    Compensation
    Committee	 	 



 


4


 


 







    	 



    	 



    

FY
2016


PROCYON
CORPORATION


RESTATED
AND AMENDED
EXECUTIVE EMPLOYMENT
AGREEMENT


Schedule
1


Salary
and Benefit
Statement


 


 





	Executive:	Regina
W. Anderson	Date:
October 1, 2015



 





	Position:	Procyon
Corporation:
Chief
Executive
Officer/Chairman
of the
Board
	 	 
	Reporting
to:	Procyon
Board
of Directors
	 	 
	Annual
Base Salary:	$158,000, annually
	 	 
	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
Short
Term Growth
Incentive
Bonus
described
below
shall
be reviewed
annually,
and
any amendment
thereto
be made
with the mutual
agreement
of the Board
of Directors
and the
Executive.





 



	 	 
	Duties
and Responsibilities:	

Provide oversight of Procyon
operations;
preside
over
Procyon
Board
meetings
 as 
Chairman
 of 
the 
Board;
 provide
 oversight
 of 
Amerx
Health
Care
Corporation
(the
wholly-owned
subsidiary
of Procyon)
executive
officers;
build
company
team and
corporate
culture
through
HR responsibilities;
oversee
corporate
financial
reporting;
maintain
shareholder
communications;
communicate
corporate
news
and events;
direct,
implement
and
manage
compliance
with
SEC
rules
and regulations;
develop
and coordinate
marketing
efforts
for Amerx
Health
Care;
and such
other
matters
as determined
from
time to
time by the Board.



	 	 
	Short Term Profit Incentive Bonus:	Executive
will be entitled
to an
annual
short-term
incentive bonus,
payable
as set
forth below,
based
on accomplishing
the following benchmarks,
which shall
be based
upon Procyon's
net
income before
NOL provided
fiscal 2016 consolidated
company net
sales exceed
$3,000,000.


 









 


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		·	3%  Incentive:
Executive
to be paid 3%
of Procyon's
 net
income before
NOL for
the fiscal
year
provided
net sales
exceed
$3,000,000.
	 	·	The
Short Term
Incentive
Bonus will
be paid
by Procyon
to the Executive
in September
of the applicable
year,
after
the close
of the fiscal
year
end.






 





 





	APPROVED:	 	 
	 	 	 
	PROCYON
    CORPORATION:	 	EXECUTIVE:


 


	 	 	 
	 By: /s/ James B. Anderson	 	 /s/ Regina W. Anderson
	James B. Anderson	 	Regina W. Anderson 
	Chief
    Financial
    Officer	 	
	 	 	
	 	 	 
	 By: /s/ Fred W.
    Suggs, Jr.	 	 
	Fred
    W. Suggs,
    Jr.	 	 
	Director,
    Member
    of the
    Procyon	 	 
	Corporation
    Compensation
    Committee	 	 
	 	 	 
	 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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