Exhibit 10.4 


 


 


EXECUTIVE
EMPLOYMENT
AGREEMENT





 


This 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
George Borak (the "Executive").





WHEREAS,
Amerx
has, prior
to the
date
of this
Agreement,
employed
the Executive
as its
Vice-
President
of Sales;
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
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
Executive
Employment
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”).


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 vacation in accordance with the Procyon Employee Handbook 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.


 


 


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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.


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 the Procyon 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.


 


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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.


 


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.


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.


 


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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.	 	/s/
    George Borak
	Director,
    Member
    of the
    Procyon	 	George Borak
	Corporation
    Compensation
    Committee	 	Vice President of Sales
	 	 	 
	 	 	 
	By:
    /s/ Joseph R. Treshler	 	By: /s/
    Justice W. Anderson
	Joseph R. Treshler	 	Justice W. Anderson
	Director,
Member of the Procyon	 	President, Amerx Health Care Corporation
	Corporation Compensation Committee	 	 
	




 



 


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FY
2016


 


PROCYON
CORPORATION
AMERX


HEALTH
CARE CORPORATION


EXECUTIVE EMPLOYMENT
AGREEMENT


Schedule 1


Salary
and Benefit
Statement


 








	Executive:	George Borak	
	 	 	 






	Position:	 Amerx Health Care Corporation::
    Vice President
    of Sales
	 	 
	Base
Salary:

	 $150,000,
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 Short
Term Growth Incentive Bonus 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 sales personnel of Amerx; devising and executing strategic sales planning for all
    aspects of     business     conducted by Amerx; creating new opportunities for sales and helping Amerx to remain competitive
    in the     marketplace; and     cost-effective     management or     resources;     oversee manufacturing of all Amerx
    products and new     produce development;     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.




 


 


 


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		·	3.5%
Incentive:
If Amerx
net sales
for
fiscal
year 2016
are over
the prior
fiscal
year’s
net sales,
but the
increase
is less
than
15%, incentive
pay will
consist
of a cash
payment
equal to
3.5% of
net sales
over the
prior
fiscal
year’s
net sales.



		·	4.25%
Incentive:
If Amerx
net sales
for
fiscal
year
2016 increase
at least
15% but less
than 30% over
the prior fiscal
year’s
net sales,
incentive
pay will
consist
of a cash
payment
equal to
4.25% of
net sales
over the
prior
fiscal
year’s
net sales.



		·	4.75%
Incentive:
If Amerx
net sales
for
fiscal
year
2016 increase
30% or more
over the
prior fiscal
year’s
net sales,
incentive
pay will
consist
of a cash payment
equal to
4.75% of net
sales
over the prior
fiscal
year’s net
sales
and an award
of 5,000 shares
of Procyon
stock.



		·	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 .75% 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 1% 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 1.25% of the total profit.
	 	 
	 	If Amerx profit is $1,000,000 or more, the Executive will receive a cash
    payment equal to 1.45% 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.






 





 


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	APPROVED:	 	 
	 	 	 
	PROCYON
    CORPORATION	 	EXECUTIVE:


 


	 	 	 
	 By:
    /s/ Regina W. Anderson	 	/s/ George Borak 
	Regina W.  Anderson		George Borak
	Chief
    Executive Officer	 	Vice President, Sales
	 	 	
	 	 	 
	 By:
    /s/ Fred W. Suggs, Jr.	 	AMERX HEALTH CARE
    CORPORATION 
	Fred
    W. Suggs,
    Jr.	 	
	Director,
    Member
    of the
    Procyon	 	By:
    /s/ J. B. Anderson
	Corporation
    Compensation
    Committee	 	J.
    B. Anderson
	 	 	Vice
President of Operations












	 	 	 
	By:
    /s/ Joseph R. Treshler	 	 By:/s/
    Justice W. Anderson
	Joseph R. Treshler	 	 Justice
    W. Anderson
	Director,
    Member of the Procyon	 	 President,
    Amerx Health Care Corporation
	Corporation Compensation Committee	 	 



 


 


 

Effective:
Date: October 1, 2015


 


 


 


 


  


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