exv10w2



 




Exhibit
10.2


EMPLOYMENT AGREEMENT


     THIS AGREEMENT (“Agreement”) is made as of the effective date designated below (“Effective
Date”), by and between Care Clinic, Inc., a Delaware corporation, (“Employer”) and the undersigned
individual (“Employee”). Arcadia Resources, Inc. (“KAD”), a Nevada corporation and parent of
Employer, joins in the execution of this Agreement solely for purposes of Section 3(I) herein.



Recitals




     Subject to the terms of this Agreement, Employer desires to employ, or continue the employment
of, Employee in the position(s) set forth herein, and Employee desires to accept such employment.



     NOW, THEREFORE, in consideration of the recitals and covenants herein and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto
agree as follows:



     1. Employment. Beginning on the Effective Date, Employer agrees to employ, or to
continue the employment of, Employee and Employee hereby accepts such employment, subject to and
contingent on the terms specified herein.



     2. Duties and Responsibilities. Employee shall serve in the position(s) designated
below on a full-time basis and shall report to Employer’s President and CEO. Employer may
hereafter change Employee’s reporting relationships upon obtaining Employee’s written consent which
shall not be unreasonably withheld. Employee shall perform such duties and responsibilities as are
consistent with and required by such position(s) held by Employee and/or assigned by Employer and
subject to Employer’s policies and procedures applicable to its employees generally. Employee
agrees to use Employee’s best efforts to perform any and all such duties and responsibilities
necessary or appropriate to perform the functions of such position(s). Employee shall have the
right to determine the location at which such employment services will be provided. While employed
by Employer, Employee agrees not to work for any other business or enterprise, whether as an
employee, agent, independent contractor or in any other capacity whatsoever. For purposes of this
Agreement, all matters requiring or permitting the agreement, consent, or other determination or
action of Employer shall be made by Employer’s Board of Directors or Employer’s Chairman of the
Board.



     3. Compensation and Benefits. Employer agrees to pay and provide Employee, and
Employee agrees to accept in full consideration for Employee’s services to Employer, the following:




     A. Salary. An annual base salary in the amount designated below (“Annual Base
Salary”), less applicable withholdings, payable in accordance with the normal payroll
practices of Employer. Employee’s Annual Base Salary may be increased by Employer from time
to time in the discretion of Employer’s Board of Directors and will be subject to annual
review by the Board of Directors.



 









 






     B. Vacation and Sick Time. Employee shall be entitled to take three (3) weeks
paid vacation during the first year of employment and four (4) weeks of paid vacation
annually during the second and subsequent years of employment, plus a limited amount of paid
time off for sickness, disability, or other personal reasons in accordance with the
Employer’s general time-off policies in effect from time to time for its employees. There is
no cash payment for unused vacation and other unused paid time off benefits. Unused vacation
and other unused paid time off benefits do not carry over from year to year.




     C. Fringe Benefits/Retirement Plan. Employee shall be entitled to health care
benefits, and additionally to participate in such additional fringe benefits and qualified
retirement plans and other plans offered by Employer to its employees generally from time to
time, in accordance with Employer’s eligibility and participation provisions of such plans.




     D. Expense Reimbursement. The Employer shall reimburse Employee all reasonable
out-of-pocket expenses incurred by Employee in connection with the performance of duties
hereunder and upon Employee’s submission of such receipts and records as Employer requires to
evidence such expenses.




     E. Annual Bonus. Employer’s Board of Director’s, in its discretion, will
establish an annual Employee bonus compensation plan.




     F. [Intentionally Omitted]




     G. D& O Insurance. During the term of Employee’s employment and for a
period of three years thereafter, Employer shall at all times keep in place a directors and
officers’ liability insurance policy (or policies).




     H. Indemnification. The Employer agrees that (i) if the Employee is made
a party, or is threatened to be made a party, to any proceeding by reason of the fact that he
is or was a director, officer, employee, agent or representative of the Employer or was
serving at the request of Employer as a director, officer, employee, agent or representative
of another person or entity or (ii) if any claim is made, or threatened to be made, that
arises out of or relates to the Employee’s service in any of the foregoing capacities, then
the Employee shall promptly be indemnified and held harmless by the Employer to the fullest
extent legally permitted or authorized by the Employers’ certificate of incorporation, bylaws
or board of directors resolutions or, if greater, by the laws of the State of Florida,
against any and all costs, expenses, liabilities and losses (including without limitation,
attorney’s fees, judgments, interest, expenses of investigation, penalties, fines, and
amounts paid or to be paid in settlement) incurred or suffered by the Employee in connection
herewith, if the Employee acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the Employer and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the Employee’s conduct was
unlawful, and such indemnification shall continue as to the Employee even if the Employee has
ceased to be a director, officer, employee, agent, or representative of the Employer or any
other person or entity and shall inure to the benefit



 









 







of the Employers heirs, executors and administrators. Employer shall advance to the
Employee all costs and expenses reasonably incurred by the Employee in connection with a
proceeding or claim within fifteen (15) days after receiving written notice of such costs and
expenses and requesting such an advance. Such notice shall include an undertaking by the
Employee to repay the amount advanced if the Employee is ultimately determined not to be
entitled to indemnification against such costs and expenses. For the purposes of this
Agreement, “proceeding” shall mean any threatened or actual action, suit, or proceeding
(whether civil, criminal, administrative, investigative, appellate or other) and “claim”
shall mean any claim, demand, request, investigation, dispute, controversy, threat, discovery
request, or request for testimony or information.




Notwithstanding the foregoing, indemnification or advancement of expenses shall not be made
to or on behalf of the Employee, if a judgment or other final adjudication establishes that
Employee’s actions, or omissions to act, were material to the cause of action so adjudicated
and constitute:




(a) A violation of the criminal law, unless the Employee had reasonable cause to
believe Employee’s conduct was lawful or had no reasonable cause to believe Employee’s
conduct was unlawful;




(b) A transaction from which the Employee derived an improper personal benefit
within the scope of Section 831 of the Florida Business Corporation Act;




(c) A circumstance under which the liability provisions of Section 834 (unlawful
distributions) of the Florida Business Corporation Act are applicable; or




(d) Willful misconduct or a willful disregard for the best interests of the Employer in
a proceeding by or in the right of the Employer to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder.




Notwithstanding anything in this Agreement to the contrary, Employee shall not be entitled to
the rights of indemnification provided in this Section 3(H) in the event that Employee’s
employment is terminated by Employer for cause pursuant to Section 4(c)(i), 4(c)(ii) or
4(c)(iii) as a result of said event.




     I. Equity Compensation. KAD restricted shares of common stock (the “KAD
Restricted Shares”), and the Care Clinic, Inc. restricted shares of common stock (the “CCI
Restricted Shares”) as referenced herein are sometimes referred to individually as a
“Security” or collectively as the “Securities.” All Securities shall be non-assessable and
subject to the same rights, privileges, preferences and distributions as the same class of
Securities held by other holders. The term “Issuer” shall mean Arcadia Resources, Inc. in
the case of the KAD Restricted Shares and shall mean Care Clinic, Inc. in the case of the CCI
Restricted Shares. The term “CCI Divestiture” shall mean the acquisition of the beneficial
ownership under the Securities Exchange Act of 1934 of 51% percent or more of the voting
securities of Care Clinic, Inc., from the shares of CCI common stock held by KAD, or all or
substantially all of CCI’s assets, by a single person or entity or a group of affiliated
persons or entities unaffiliated with Arcadia Resources, Inc. or Care Clinic, Inc.



 









 






	 	(1)	 	KAD Restricted Shares. Conditioned and contingent on
compliance by Employee with all terms and conditions specified in this
Agreement, Employee will be awarded 300,000 KAD Restricted Shares which are
restricted as to transferability and additionally subject to forfeiture in the
event that Employee is not employed by the Employer as of each vesting date
(the “Vesting Date”) in subsection (a), subject to subsections (b) and (c)
below. Employee will acquire rights as a shareholder in the KAD Restricted
Shares upon each Vesting Date. Vested Securities shall not be subject to
forfeiture under any circumstance or for any reason.






	 	a.	 	Vesting. Subject to acceleration or
forfeiture as specified in section (1) immediately above and subject to
subsections (b) and (c) below, the Employee’s KAD Restricted Shares
shall vest in four (4) equal installments as follows:






	 	(1)	 	25% of the Employee’s KAD
Restricted Shares shall vest on April 1, 2007;
	 
	 	(2)	 	An additional 25% of the
Employee’s KAD Restricted Shares shall vest on April 1, 2008;
	 
	 	(3)	 	An additional 25% of the
Employee’s KAD Restricted Shares shall vest on April 1, 2009;
and
	 
	 	(4)	 	An additional 25% of the
Employee’s KAD Restricted Shares shall vest on April 1, 2010; on
which date all of the Employee’s KAD Restricted Shares shall be
vested.






	 	b.	 	Accelerated Vesting. All of the
Employee’s KAD Restricted Shares, other than those forfeited, shall
vest immediately upon the first to occur of (a) a Change in Control, or
(b) the CCI Divestiture, provided that Employee is employed by
Employer as of either such event.






	 	(2)	 	CCI Restricted Shares. Conditioned and contingent on
compliance by Employee with all terms and conditions specified in this
Agreement, Employee will be awarded or will be permitted to purchase 18,000
shares of shares of CCI common stock which are restricted as to transferability
and additionally subject to forfeiture in the event that Employee is not
employed by the Employer as of each vesting date (the “Vesting Date”) in
section (a) below. Employee will acquire rights as a shareholder in the CCI
Restricted Shares upon each Vesting Date.






	 	a.	 	Vesting. Subject to forfeiture, the
Employee’s CCI Restricted Shares shall vest in two (2) equal
installments as follows:






	 	(1)	 	50% of the Employee’s CCI
Restricted Shares shall vest on September 1, 2007; and




 









 






	 	(2)	 	An additional 50% of the
Employee’s CCI Restricted Shares shall vest on September 1,
2008, on which date all of the Employee’s CCI Restricted Shares
shall be vested.






	 	b.	 	Transferability Restriction and KAD Right
of First Refusal. Prior to the consummation of the CCI
Divestiture, Employee agrees not to sell or otherwise transfer any
interest in any of the CCI Restricted Shares to any third party, except
as follows: (i) Employee shall first present the opportunity to KAD in
writing the (“Sale Notice”) and (ii) KAD, in its discretion, may elect
to purchase the CCI Restricted Shares on the same terms and conditions
as presented or, if KAD does not choose to purchase the CCI Restricted
Shares, it shall give its written consent to the proposed sale or other
transfer within ten (10) business days of receipt of the Sale Notice.
Except as set forth herein, Employee agrees not to sell or otherwise
transfer any interest in any of the CCI Restricted Shares to any third
party prior to the consummation of the CCI Divestiture.
Notwithstanding the foregoing and subject to the other terms and
conditions of this Agreement, Employee may transfer Employee’s CCI
Restricted Shares, in the case of Employee’s death, by will or the laws
of descent and distribution or, during Employee’s lifetime, to
Employee’s “family member” (as defined in Form S-8) through gift or
domestic relations order as permitted by Form S-8 (as currently in
effect or as it may be amended).
	 
	 	c.	 	Employee Put Right. In the event the
CCI Divestiture is not consummated by September 1, 2008 and provided
that Employee is then and remains employed by CCI through the closing
date referenced below, and that the holders of a majority of the CCI
Restricted Shares held by the Employee Management Team then employed by
Employer has given KAD written notice obligating KAD to purchase all of
their CCI Restricted Shares at a price equal to the fair market value
per share, as of the last day of the fiscal quarter most recently ended
before the date of Employee’s notice, determined by an independent
appraisal, Employee may also then give KAD written notice to purchase
all of Employee’s CCI Restricted Shares at the same time for the same
valuation. The appraiser shall be appointed by and mutually acceptable
to KAD and Employee, which acceptance shall not be unreasonably
withheld. KAD and Employee shall share equally in the cost of the
appraisal and hereby agree to be bound by the valuation determined
thereby. At its election, KAD may pay up to 50% of the purchase price
in shares of KAD stock, with the balance paid in cash at closing. KAD
and Employee shall reasonably cooperate to complete and close the sale
and purchase within 120 days of the date of Employee’s notice to KAD.




 









 






	 	d.	 	Shareholding Position. KAD agrees that
prior to consummation of the CCI Divestiture, up to 1,000,000 shares of
CCI common stock shall be authorized and issued, with up to 110,000
shares being held by the Employee Management Team including Employee
and an additional 40,000 shares of CCI common stock being reserved for
future employees (collectively, the 150,000 CCI Restricted Shares shall
be known as the “Management CCI Restricted Shares”).






	 	(3)	 	Nature of Securities. All Management KAD Restricted
Shares shall be issued pursuant to the Arcadia Resources, Inc. 2006 Equity
Compensation Plan or other available plan contingent on and subject to approval
by KAD’s shareholders and listing on AMEX, and compliance with all terms and
conditions specified therein. KAD represents and warrants that the 2006 Equity
Compensation Plan and the Management KAD Restricted Shares to be issued
thereunder are approved by the KAD Board of Directors. KAD represents that it
shall use its best efforts to fully comply with all applicable AMEX rules and
regulations relative to issuance of the KAD Restricted Shares.
	 
	 	(4)	 	Change in Control. “Change of Control” shall mean, for
purposes of this Agreement, the occurrence of any of the following: (i)
reorganization, merger or consolidation with an unaffiliated entity and in
which KAD is not the surviving corporation, except as determined otherwise by
the KAD Board of Directors, (ii) a sale of all or substantially all of the
assets of KAD to another person unaffiliated with Arcadia Resources, Inc. or
Care Clinic, Inc., (iii) the acquisition of beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) of an aggregate of 25% or more of
the voting power of KAD’s outstanding voting securities by any single person or
group (as such term is used in Rule 13d-5 under the Exchange Act), unless such
acquisition was approved by the KAD Board of Directors prior to the
consummation thereof, or (iv) the appointment of a trustee in a Chapter 11
bankruptcy proceeding involving KAD or the conversion of such a proceeding into
a case under Chapter 7.
	 
	 	(5)	 	Registration of Securities. Arcadia Resources, Inc.
agrees to file with the U.S. Securities and Exchange Commission a registration
statement within six months from the execution of this Agreement on form S-8 or
such other form as Arcadia may be eligible to register the award and resale of
the KAD Restricted Shares and to comply with the undertakings specified by the
Commission’s rules relative to the filing of post-effective amendments for such
registration form. Employee agrees that all sales and transfers of any
interest in the KAD Restricted Shares shall be made in compliance with
applicable federal and state law, this Agreement and KAD’s policies on insider
trading in effect from time to time applicable to employees of KAD and its
subsidiaries which shall not be arbitrarily applied and which generally
prohibit trading ten calendar days before the




 









 






	 	 	 	end of a fiscal quarter through the first trading day after KAD’s earnings
release or as determined by KAD due to an individual’s possession of
material, non-public information. In the event that Employee seeks to sell,
assign, transfer or otherwise dispose of Securities on the basis of an
exemption from registration under the Securities Act of 1933, as amended,
and under the provisions of applicable state law, Employee shall provide to
Arcadia, at Employee’s cost, an opinion of Employee’s counsel reasonably
acceptable to the effect that the transaction is exempt from registration,
and Arcadia shall issue appropriate instructions to its transfer agent at no
cost necessary to effectuate the sale.
	 
	 	(6)	 	Adjustments Upon Changes in Capitalization. In the
event of changes in the outstanding securities of the Issuer by reason of
distributions, dividends, splits, reverse splits, recapitalizations, mergers,
consolidations, combinations or exchanges of units or shares, reorganizations,
or liquidations, the number of Securities to be issued pursuant to the KAD
Restricted Shares and the CCI Restricted Shares shall be correspondingly
adjusted, so that Employee’s proportionate interest in the Issuer, any
successor thereto, or in the cash, assets or other securities into which the
Securities are converted or exchanged, shall be maintained to the same extent,
as near as may be practicable, as immediately before the occurrence of any such
event. Furthermore, in the event of offerings of shares of common stock of CCI
or any other securities which shall be convertible into shares of common stock
of CCI for a purchase price up to Twenty ($20,000,000) Million Dollars, the
number of Employee’s CCI Restricted Shares shall be correspondingly adjusted,
so that Employee’s proportionate interest in the Issuer, any successor thereto,
or in the cash, assets or other securities into which the Securities are
converted or exchanged, shall be maintained to the same extent, as near as may
be practicable, as immediately before the occurrence of any such sale;
provided, however, that this provision shall not apply to subsequent offerings
after the Twenty ($20,000,000) Million Dollar threshold is reached; and further
provided that if the first such offering exceeds Twenty ($20,000,000) Million
Dollars, the preceding anti-dilution provision shall apply.
	 
	 	(7)	 	Non-Transferability of the Securities. Subject to any
express terms and conditions of this Agreement to the contrary, the Securities
shall not be transferable until each restriction specified herein shall
terminate. Notwithstanding the foregoing and subject to the other terms and
conditions of this Agreement, Employee may transfer Employee’s Securities, in
the case of Employee’s death, by will or the laws of descent and distribution
or, during Employee’s lifetime, to Employee’s “family member” (as defined in
Form S-8) through gift or domestic relations order as permitted by Form S-8 (as
currently in effect or as it may be amended). Upon the vesting of the
Securities pursuant to the Vesting Schedules herein, the Employee shall be
entitled to sell the Securities subject to and




 









 






	 	 	 	in compliance with all applicable federal and state securities laws, the
terms of this Agreement and KAD’s policies on insider trading in effect from
time to time applicable to employees of KAD and its subsidiaries which shall
not be arbitrarily applied and which generally prohibit trading ten calendar
days before the end of a fiscal quarter through the first trading day after
KAD’s earnings release or as determined by KAD due to an individual’s
possession of material, non-public information.
	 
	 	(8)	 	Award Agreements. The KAD Restricted Shares and the CCI
Restricted Shares shall be evidenced by award agreements and such other
documents and terms as Employer shall require that are consistent with the
terms described in this Agreement.
	 
	 	(9)	 	Tax Obligations and Withholdings. Employee shall be
responsible for all tax obligations arising from the Securities awarded
hereunder. Employee shall cooperate as Employer deems necessary for the
withholding of taxes.





     4. Termination of Employment and Obligation Upon Termination of Employment.
Employee’s term of employment shall commence on the Effective Date and shall continue until
terminated as follows:




     A. Termination without Cause. Employer may terminate the Employee without
cause upon ten (10) business days written notice. If the Employer terminates Employee’s
employment without cause, Employer shall pay Employee the unpaid Annual Base Salary and
benefits earned and accrued, plus all unreimbursed expenses through such date, plus the
Employer shall pay, as severance, an amount equal to (i) six (6) months of Employee’s Annual
Base Salary at the rate in effect on the date of termination, if employment terminates
within one year of the Effective Date of this Agreement, and (ii) an amount equal to twelve
(12) months of Employee’s Annual Base Salary at the rate in effect on the date of
termination, if employment terminates after the completion of one year from the Effective
Date of this Agreement or thereafter. Such severance amount, less applicable withholdings,
shall be paid over six (6) months if Employee is terminated pursuant to Section 4A(i) or
twelve (12) months if Employee is terminated pursuant to Section 4A(ii), respectively,
following the termination of Employee’s employment in accordance with Employer’s normal
payroll practices. No interest shall be paid on the severance amounts set forth in this
paragraph. Termination without cause shall include a termination by the Employer due to the
failure of Employee to fully achieve all of any one or more, including any subpart, of the
applicable annual Management by Objectives (“MBO”) goals specified in the Addendum (attached
to this Agreement and incorporated herein by this reference) or as the same may be amended
in writing by Employer and Employee.




     B. Termination Upon Death or Disability. Employee’s employment hereunder shall
terminate upon the death or disability of the Employee. For purposes of this Agreement,
“Disability” of the Employee will be deemed to have occurred whenever the Employee has
suffered physical or mental illness, injury, or infirmity that prevents the Employee from
performing, with or without reasonable accommodation, the Employee’s



 









 







essential job functions under this Agreement for a period of ninety (90) consecutive
days; provided that the ninety (90) day period shall be available to Employee only once
during any twenty-four month period. In the event of a termination due to death or
Disability, Employer shall be obligated to pay Employee or Employee’s estate, the amount of
any unpaid Annual Base Salary earned and accrued through the date of termination, together
with any unreimbursed expenses.




     C. Termination For Cause. Employee’s employment may be terminated by the
Employer for cause upon written notice from the Employer specifying in detail the particular
events and circumstances upon which the Employer is relying in terminating Employee’s
employment for cause. The Employee shall have ten (10) business days following receipt of
the written notice to correct such events and circumstances. In the event that Employee
does not correct such events and circumstances at the end of the ten (10) day notice period,
he may be terminated for cause, If the Employer terminates Employee for cause, it shall only
be obligated to pay Employee the amount of any unpaid Annual Base Salary earned and accrued
through the date of termination, together with any unreimbursed expenses. For the purposes
of this agreement “cause” means any of the following:




     (i) The conviction by Employee of any crime involving moral turpitude;




     (ii) The conviction by Employee of, or pleading guilty or no contest to, any crime,
whether or not involving the Employer, constituting a felony in the jurisdiction involved,
which Employer, in its sole discretion, determines may have an injurious effect on it;




     (iii) The Employee’s gross negligence, willful misconduct, insubordination, or the
willful and repeated failure or refusal to perform such duties as may be properly delegated
to Employee by Employer hereunder; or




     (iv) The Employee’s failure to act in the best interest of the Employer consistent with
Employee’s fiduciary duty as defined by law or the non-performance of Employee’s duties
provided such duties are normally associated with Employee’s position and not violative of
applicable laws; provided, however, that termination hereunder for cause shall not include a
termination by the Employer due to Employee’s failure to fully achieve all of any one or
more, including any subpart, of the applicable annual MBO goals per Section 4(A).




     D. Termination For Good Reason. Employee may terminate this Agreement for
“Good Reason” at any time by written notice to the Employer. “Good Reason” shall be limited
to the following circumstances: (i) a material breach of this Agreement by the Employer
which is not cured after ten days written notice to the Employer, (ii) a reduction by the
Employer in the base salary of Employee, (iii) a dissolution or liquidation of the Employer;
or (iv) failure to maintain Employee in a position commensurate with that referred to in
Section 2 of this Agreement and/or changing Employee’s title as set forth in “Employee
Specific Information” of this Agreement without Employee’s written consent which shall not
be unreasonably



 









 







withheld. In the event that the Employee terminates this Agreement for Good Reason,
Employee shall be entitled to receive the severance payments set forth in Section 4A.




     E. Resignation by the Employee. The Employee may resign at any time upon
thirty (30) days written notice. In the event of a resignation by the Employee, the
Employer shall only be obligated to pay Employee the amount of any unpaid Annual Base Salary
earned and accrued through the date of termination, together with any unreimbursed expenses.




     F. No Further Obligations. Upon the termination of Employee’s employment,
Employer shall have no further liability or obligation whatsoever to Employee or Employee’s
personal representative, estate, heirs, beneficiaries, or any other person claiming by,
under or through Employee, except as stated in such Sections.



     5. [Intentionally Omitted].



     6. Inventions. If any at time during the term of Employee’s employment, Employee
shall, either alone or with others, make, devise, create, invent or discover any inventions,
improvements, modifications, developments, ideas, products, property, formulas, know-how, designs,
models, processes, prototypes, sketches, drawings, plans or other matters whatsoever (whether or
not capable of being protected by letters of patent, registration, copyright, registered trademark,
service marks or other protection) which, in any manner, relate to, arise out of, or are in
connection with the present or future business prospects or activities of Employer relative to the
medical clinic business conducted by Employer including retail store walk-in clinics, corporate
relationships, and strategic alliances with health systems, providers and others (collectively
“Inventions”), all such Inventions shall immediately be and remain the sole and exclusive property
of Employer and Employee shall immediately and confidentially communicate a description of the
Invention to Employer and to no other party at any time, and if Employer so desires, Employee shall
execute all documents and instruments and do all things as may be requested by Employer in order to
forever vest all right, title and interest in such Invention solely in Employer and to obtain such
letters of patent, copyrights, registrations or other protections as Employer may, from time to
time, desire.



     7. Confidentiality. Employee acknowledges and agrees that at all times during and
following the termination of employment with Employer under any circumstances, Employee shall not
use or disclose (i) any information, knowledge or data relating in any way to the business,
financial condition, sales, public and private sources of financing, sales, customers, operations,
suppliers, products, services, Inventions, business relationships, manufacturing, technologies or
services of Employer, or (ii) any other proprietary or confidential information, knowledge, data or
details of the past, present or future business affairs or practices of Employer (items (i) and
(ii) are hereafter referred to as “Confidential Information”), except Employee may use any such
Confidential Information provided to Employee as necessary solely during the term of Employee’s
employment for the sole purpose of carrying out Employee’s duties hereunder for Employer’s benefit
provided Employee takes adequate measures to protect the confidentiality thereof. Employee
covenants and agrees that (i) the use and disclosure restrictions applicable to Confidential
Information shall also apply to all documents or other materials containing any



 









 







Confidential Information (“Confidential Materials”), (ii) all Confidential Materials are and
shall remain at all times the sole exclusive property of Employer and (iii) upon termination of
employment, Employee shall promptly return all Confidential Materials, and all copies and extracts
thereof, to Employer and at no time shall any Confidential Materials be used, copied, published,
circulated or disclosed, in any manner whatsoever, except as specifically authorized herein other
otherwise in writing by Employer. The term “Confidential Information” does not include information
which (i) is or becomes generally available to the public other than by breach of this provision,
(ii) the Employee learns from a third party who is not under an obligation of confidence to the
Employer or a client of the Employer, or (iii) that the Employer becomes legally obligated to
disclose.



     8. Covenant-Not-To-Compete. Employee covenants and agrees that during the term of
employment and for the two (2) year period following the resignation by Employee or termination of
employment for cause or the one (1) year period following a termination without cause, due to
disability, or for good reason (the “Restricted Period”), Employee shall not, within the greater of
any State or Territory of the United States or a 50 mile radius of any location of the Employer or
its affiliates at which Employee worked or for which Employee had managerial or other executive
responsibility while employed by Employer (collectively the “Restricted Area”), in any manner,
directly or indirectly, through intermediaries or other persons or entities, either as owner,
shareholder, director, officer, manager, member, agent, consultant, creditor, representative,
investor, partner, employee, or on behalf of any other person or entity, or in any other capacity
whatsoever (excepting Employee’s passive ownership of less than 5% of the securities of a publicly
traded entity) (i) engage in, assist, provide capital, services, advice or information to, or in
any manner whatsoever become associated with any business or enterprise that offers products or
services competitive with any business conducted by the Employer or its affiliates, (ii) contact
for any business purpose, solicit or attempt to solicit any supplier, customer, agent,
representative or employee of Employer or its affiliates, or otherwise interfere with or attempt in
any manner to disrupt any relationship or agreement between Employer or its affiliates and any of
its customers, employees, agents, representatives or others doing business with Employer or its
affiliates, or (iii) compete with Employer or its affiliates (“Restricted Activities”), provided
that during the Restricted Period, nothing herein shall prohibit Employee from engaging in any
aspect of pharmacy business including specialty, mail service, retail, benefits administration and
the like. Employee agrees that any Restricted Activities outside the Restricted Area with respect
to or directly or indirectly relating to any portion of the Restricted Area shall be deemed
conducted within the Restricted Area and prohibited hereby. As used herein, “affiliates” shall
include Employer’s affiliated agencies and direct or indirect subsidiaries or other business
ventures, and shall further include Arcadia Resources, Inc. (“Arcadia”), its subsidiaries and
affiliated agencies thereof, provided that the “business” of Arcadia, its subsidiaries and
affiliated agencies thereof shall be understood to mean the business of such entities as conducted
as of the date of this Agreement. It is further agreed that the “business” of Employer shall be
understood to mean and include Employer’s business relative to medical clinics in various settings
including retail store, corporate relationships, and strategic alliances with health systems and
other providers, and such other businesses as Employer establishes through the Term of employment.
Employee acknowledges and agrees that the legal consideration for Employee’s agreement to Sections
6, 7, 8 and 9 of this Agreement include Employee’s initial or continued employment hereunder, any
equity compensation which Employer agrees to award or cause to be awarded to Employee, and Employer’s agreement to



 









 







pay severance compensation in the circumstances described herein, and that Sections 6, 7, 8 and 9 of
this Agreement shall be enforceable by Employer’s successors and assigns.



     9. Enforceability. Employee expressly agrees and acknowledges that a loss arising
from a breach of any provision under Sections 6, 7, and 8 may not be reasonably and equitably
compensated by money damages. Therefore, Employee agrees that in a case of any such breach,
Employer shall be entitled to injunctive and/or other extraordinary relief in order to prevent
Employee from engaging in any of the foregoing prohibited activities, which relief shall be
cumulative and in addition to any and all other additional remedies to which Employer may be
entitled to at law or equity. In the event that any court of competent jurisdiction shall
determine that any part or all of the provisions of Sections 6, 7, and 8 are unenforceable or
invalid due to the scope of the activities restrained, the geographical extent of the restraints
imposed, the duration of the restraints imposed, or otherwise, the parties hereby expressly intend,
agree and stipulate that under such circumstances, the provisions of Sections 6, 7, and 8 shall be
enforceable to the fullest extent and scope permitted by law and that the parties shall be bound by
any judicial modifications to the provisions therein which said court of competent jurisdiction may
make in order to carry out the intentions of the parties as provided herein.



     10. Governing Law and Arbitration. This Agreement and all disputes arising out of
Employee’s employment shall be governed by and construed in accordance with the laws of the State
of Florida, notwithstanding the fact that either party hereto is 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 Employee’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
and any claims for workers’ compensation benefits or compensation and any claims for unemployment
compensation benefits. There shall be a single, neutral arbitrator. The arbitration shall be held
at a location within Collier County, Florida, and Employer agrees to pay Employee’s reasonable
travel expenses incurred in connection therewith. The parties hereto agree that any arbitration
award rendered on any claim submitted to arbitration shall be final and binding upon the parties
and not subject to appeal and that judgment may be entered upon any arbitration award by any
circuit court located in Florida or by any other court of competent jurisdiction. The parties
hereto agree that the expenses of any arbitration (including the administrative charges of the
American Arbitration Association, as well as the fees and expenses paid to the arbitrator selected
to hear the case) shall be borne equally by the parties to the proceeding, provided that each party
shall bear its own attorneys fees and cost of its own experts, evidence and the like. Employee
acknowledges and agrees that by making this agreement to submit all claims to binding arbitration,
Employee hereby waives the right to litigate in a court of law, and to trial by jury if applicable,
all claims against Employer, including all claims assertable under any federal or state law
prohibiting discrimination in employment, except for any claims for workers’ compensation benefits
or compensation and any claims for unemployment compensation benefits. Notice of the demand for
arbitration relating to any dispute or claim related to or alleged to have arisen during the Term
of employment shall be given in writing to the other party to this Agreement no later than the
expiration of six (6) months following the expiration or termination of the Term, and as to all
other disputes or claims within six (6) months from the date the party asserting the claim should reasonably have been



 









 








aware of the same but in no event later than the period specified by the applicable statute of
limitations period. The failure to give such notice shall operate to then bar any action,
liability and damages arising from or related to such alleged dispute or claim, with the same force
and effect as if the applicable statute of limitations had expired.



     11. Waiver of Breach. The waiver of breach of any provision of this Agreement shall
not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and
power hereby granted to any party hereto or allowed it by law shall be cumulative and not exclusive
of any other.



     12. Severability. If any of the provisions of this Agreement or the application
thereof to any party under any circumstances is adjudicated to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision of this Agreement or the
application thereof.



     13. Interpretation of Agreement. Where appropriate in this Agreement, words used in
the singular shall include the plural, and words used in the masculine shall include the feminine
and neuter. All headings that are used in this Agreement are for the convenience of the reader
only and shall not be used to limit or construe any of the provisions hereof.



     14. Survival of Provisions. The obligations of Employee under Sections 6, 7, 8 and 9
of this Agreement are continuing and shall survive the termination of Employee’s employment under
any circumstances whatsoever.



     15. Amendment of Agreement. The terms and provisions of this Agreement may be altered
or amended in any of their provisions only by the signed written agreement of the parties hereto.



     16. Successors. The Agreement shall inure to the benefit of Employer and its
successors and assigns, including but not limited to the provisions of Sections 6, 7, 8 and 9, but
may not be assigned or delegated by Employee as it requires Employee’s personal services.



     17. Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes any and all other previous or
contemporaneous communications, term sheets, representations, understandings, agreements,
negotiations and discussions, either oral or written, between the parties. The parties acknowledge
and agree that there are no prior or contemporaneous written or oral agreements, understandings, or
representations, directly or indirectly related to this Agreement that are not set forth herein.



     18. Counterpart/Facsimile Signatures. This Agreement may be executed in two or more
counterparts and by facsimile signature, each of which shall be deemed an original, and all of
which together shall constitute one and the same Agreement.



     19. Notices. All notices sent or required to be sent hereunder shall be sent by
facsimile, or by overnight courier or by registered or certified mail, postage prepaid, addressed
as follows:



 









 






	 	 	 	 	 
	 

	 	To Employer:
	 	Chairman of the Board
	 

	 	 	 	Care Clinic, Inc.
	 

	 	 	 	405 5th Avenue South, Suite 6
	 

	 	 	 	Naples, FL 34102
	 

	 	 	 	(239) 434-8884
	 

	 	 	 	Fax: (239) 434-5858
	 
	 	 	 	 
	 

	 	To Employee:
	 	At the address designated below





or to such address of which notice as aforesaid has previously been given, and shall be deemed to
have been given when so mailed.




	 	 	 	 	 
	Employee Specific Information

	Employee

	 	Harry Travis

	Effective Date of Agreement

	 	November 13, 2006

	Position

	 	Senior Vice President, Clinic Operations

	Annual Base Salary

	 	$200,000
	Employee Mailing Address

	 	2244 Dogwood Oaks Drive, Germantown, TN 38139







     The parties have executed this Agreement effective as of the Effective Date.



	 	 	 	 	 
	 	 	 
	 	 /s/ Harry J. Travis
 	 
	 	Employee Signature 	 
	 	 	 
	 




	 	 	 	 	 
	ACCEPTED BY EMPLOYER:



Care Clinic, Inc., a Delaware corporation

 	 	 
	By:  	/s/ John E. Elliott. II
 	 	 
	 	John E. Elliott, II 	 	 
	 	Its:  Chairman of the Board 	 	 
	 
	ARCADIA RESOURCES, INC.,

a Nevada corporation, which joins in the

execution of this Agreement solely for

purposes of Section 3(I) of this Agreement

 	 	 
	By:  	/s/ John E. Elliott, II
 	 	 
	 	Its: Chairman, CEO 	 	 
	 	 	 	 




 









 






	 	 	 	 	 



Addendum

Care Clinic, Inc. Management by Objectives (“MBO”) Goals




TO BE AGREED UPON BY EMPLOYER AND EMPLOYEE




Other




          All goals and objectives specified herein are subject to approval by Employer’s Board of
Directors. The assessment of achievement or non-achievement of each annual MBO Goal shall be
determined by Employer within 45 days of the end of each fiscal quarter or within such additional
time as Employer may reasonably require. All terms and conditions of this Addendum are subject to
all terms and conditions of Employee’s Employment Agreement and as the same may be amended from
time to time in writing mutually agreed to by Employer and Employee.




Accepted and Agreed:




	 	 	 	 	 
	/s/ Harry J. Travis

	 	/s/ John E. Elliott, II	 	 
	 

Employee

	 	 

For Care Clinic, Inc.