exv10w1



 





Exhibit 10.1




EMPLOYMENT AGREEMENT




     THIS AGREEMENT by and between PrairieStone Pharmacy, LLC, a Delaware limited liability company
(hereinafter the “Company”), and John J. Brady (the “Executive”), dated and effective as of
February 15, 2007.



     WHEREAS, the Executive is a founder of the Company;




     WHEREAS, the Executive is currently employed by the Company;




     WHEREAS, the Company has been acquired by Arcadia Resources, Inc. (“Arcadia”); and




     WHEREAS, the Board of Managers of the Company (the “Board”), has determined that it is in the
best interests of the Company and its owner, Arcadia, to continue to employ Executive as an officer
of the Company and the Executive desires to serve in that capacity.



     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



     1. Employment. The Company shall employ the Executive, and the Executive
shall serve the Company and its subsidiaries, if any, on the terms and conditions set forth in this
Agreement, for the period beginning on the date hereof (the “Employment Date”) and continuing until
terminated as provided below in Section 4 (the “Employment Period”).



     2. Position and Duties.



          (a) As of the date of this Agreement, and during the Employment Period, the
Executive will be employed as President of the Company and such of its subsidiaries as may be
determined by the Board, performing such duties as may be designated by the Board from time to
time which shall be consistent with the general nature of the duties and authority of a President
in similarly situated companies.




          (b) During the Employment Period, excluding any periods of vacation and absence due
to intermittent illness to which the Executive is entitled, and any services or activities on
behalf of civic or charitable institutions that do not significantly interfere with the performance
of his responsibilities to the Company or violate the provisions of Section 10, the Executive shall
devote his full time and attention to the business and affairs of the Company and its subsidiaries.
Except as stated in the previous sentence, during the Employment Period, Executive shall have no
other employment or business interests; provided, however, that the Executive shall be able to
invest his personal assets in investments and entities as long as such investments do not violate
Section 10 and do not require a material amount of the Executive’s time. The Executive shall use
reasonable efforts to carry out all duties and responsibilities assigned to him faithfully and
efficiently.




     3. Compensation.



          (a) Base Salary. During the Employment Period, the Executive shall receive
an annual base salary of $180,000 payable in accordance with the regular payroll practices of the
Company. The Executive’s base salary shall be reviewed annually by the Board, in accordance with
the Company’s standard practices for executives generally, and may be increased, but not decreased,
as determined by the Board, in its sole discretion, or by any person or persons to whom the Board
has delegated such authority.




 









 








          (b) Annual Bonus and Incentive Plans; Other Benefits. Beginning in 2007
and during the Employment Period, the Executive shall be eligible to participate in any bonus or
incentive plans that are available to the Company’s senior executives.




          (c) Other Benefits. To at least the same extent as other senior executives
of Arcadia or the Company, except as required by law or applicable government regulations, the
Executive shall be entitled to participate in: (i) any short-term and long-term incentive, savings,
and retirement plans; (ii) all practices, policies and programs including vacation policies
established by the Company; and (iii) the Executive and/or the Executive’s family, as the case may
be, shall be eligible for participation in, and shall receive all benefits under, all welfare
benefit plans, practices, policies and programs provided by the Company.




          (d) Expenses. During the Employment Period, the Executive shall be entitled
to receive prompt reimbursement for all reasonable expenses incurred by the Executive in carrying
out the Executive’s duties under this Agreement, provided that the Executive complies with the
generally applicable policies, practices and procedures of the Company for submission of expense
reports, receipts, or similar documentation of such expenses.




          (e) Automobile Allowance. The Company will provide Executive with an
automobile allowance of $750 per month throughout the term of this Agreement.




          (f) Carry Over of Vacation. Executive shall be entitled to four (4) weeks
of paid vacation/holiday leave annually.




     4. Termination of Employment.



          (a) Death or Disability. The Executive’s employment and the Employment
Period shall terminate automatically upon the Executive’s death or Disability during the Employment
Period. “Disability” means Executive’s inability, because of mental or physical illness or
incapacity, whether total or partial, to perform one or more primary duties of the Executive’s
employment with reasonable accommodation, and which continues for a period of one hundred eighty
(180) days within any twelve (12) period. If any question shall arise during the Executive’s
employment hereunder regarding the Executive’s inability, because of mental or physical illness or
incapacity, whether total or partial, to perform one or more primary duties of the Executive’s
employment with reasonable accommodation, Executive, at the request of the Company, shall submit to
a medical examination by a physician selected by the Company (the “Company Physician”) to determine
whether the Executive is so disabled. In the event that the Executive disagrees with the findings
of the Company Physician, Executive shall have the right to submit to a second medical examination
by a physician selected by the Executive (the “Executive Physician”). If the Company Physician’s
and the Executive Physician’s findings agree with respect to Executive’s disability status, such
determination shall be binding on the Company and the Executive. If the Company Physician’s and
the Executive Physician’s findings do not agree with respect to Executive’s disability status, the
Company Physician and the Executive Physician shall together designate a third physician to make
the determination with respect to Executive’s disability status and such determination shall be
binding on the Company and the Executive. The date of the Executive’s Disability shall be the date
on which a Physician (whether Company, Executive or third Physician) makes a final, binding
determination of Executive’s disability.




          (b) By the Company. The Company may terminate the Executive’s employment
under this Agreement during the Employment Period for Cause or without Cause. “Cause” means:




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               (i) The Executive’s fraud, theft or embezzlement committed with respect to the
Company, its affiliates or customers;



               (ii) the continued failure by the Executive to perform his duties as contemplated by
this Agreement (other than any such failure resulting from his Disability or any such actual or
anticipated failure after the issuance by the Executive of a Notice of Termination for Good Reason)
over a period of not less than ninety (90) days; provided however, that the Company may only
terminate the Executive’s employment for “cause” under this subdivision only if the Company has
provided notice to the Executive of his performance failures and such failures have not been cured
by the Executive within thirty (30) days of the receipt of notice by the Executive;



               (iii) the willful or negligent misconduct of the Executive that is materially
injurious the Company (including, without limitation, any breach by the Executive of Section 10 of
this Agreement), and, in the case of negligent misconduct, such misconduct is not cured by
Executive within thirty (30) days of the receipt of notice by the Executive from the Company;



               (iv) the Executive’s conviction of a misdemeanor which directly causes material
financial harm to the Company, which harm is not cured by the Executive within thirty (30) days of
the receipt of notice by the Executive from the Company of such harm;



               (v) the Executive’s conviction of a felony (including a felony constituting a crime
of moral turpitude);



               (vi) Executive’s material breach of this Agreement causing material harm to the
Company that is not cured within thirty (30) days of receipt of notice thereof (any breach by the
Executive of Section 11of this Agreement shall be deemed a material breach); provided that no
“cure” shall be deemed to have been effected unless both the breach and the harm have been cured;



               (vii) the Executive’s breach of a fiduciary duty owed to the Company or its
Affiliates; or



               (viii) the Executive’s willful failure to carry out any material directive of the
Board which does not require unlawful action nor breach this Agreement



               (ix) Provided, however, that the Executive shall be limited to one cure during any
twelve (12) month period for all descriptions of cause and only for those causes where a cure
period is permitted.



          (c) A termination of Executive’s employment for Cause shall be effectuated by giving
the Executive written notice (“Notice of Termination for Cause”) of the termination, setting forth
in reasonable detail the specific conduct that constitutes Cause and the specific provision(s) of
this Agreement on which the Company relies. The Executive shall have 30 days to remedy the conduct
set forth in the Notice of Termination for Cause. A termination of Executive’s employment for
Cause shall be effective on the thirtieth business day following the date when the Notice of
Termination for Cause is given, unless the conduct set forth in the notice is remedied by the
Executive within the 30 day period; provided, however, that the Executive shall be able to cure
such conduct only once within a twelve (12) month period.




          (d) By the Executive. The Executive may terminate employment under this
Agreement for Good Reason or without Good Reason. “Good Reason” means:




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               (i) any reduction in the Executive’s base salary;



               (ii) removal of the Executive from his position as President, or failure to elect or
re-elect the Executive to such position, except for “Cause” as defined in paragraph (b) above;



               (iii) a material failure by the Company to comply with any provision of Sections 2
and 3 of this Agreement, other than (i) a purely monetary failure with respect to an amount less
than $5,000, (ii) a failure within Executive’s control or (iii) an isolated, insubstantial or
inadvertent failure that is not taken in bad faith and is remedied by the Company within 15 days
after receipt of written notice thereof from the Executive;



               (iv) any action by the Company, except as required by law or applicable government
regulations, which is specific to the Executive that would or does adversely affect Executive’s
participation in bonus or incentive plans or the Other Benefits as described in Sections 3(b)
and/or 3(c); and



               (v) failure by the Company to obtain from any successor in interest thereto assent
to the terms of this Agreement.



          (e) A termination of employment by the Executive for Good Reason shall be
effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the
termination, setting forth in reasonable detail the specific conduct that constitutes Good Reason
and the specific provision(s) of this Agreement on which the Executive relies. The Company shall
have 30 days to remedy the conduct set forth in the Notice of Termination for Good Reason. A
termination of employment by the Executive for Good Reason shall be effective on the thirtieth
business day following the date when the Notice of Termination for Good Reason is given, unless the
conduct set forth in the notice is remedied by the Company within the 30 day period; provided,
however, that the Company shall be able to cure such conduct only once within a twelve (12) month
period.




          (f) A termination of the Executive’s employment by the Executive without Good Reason
shall be effected by giving the Company at least 30 days’ advance written notice of the
termination.




          (g) Date of Termination. The “Date of Termination” means the date of the
Executive’s death, the date of the Executive’s Disability, the date the termination of the
Executive’s employment under this Agreement by the Company for Cause or without Cause or by the
Executive for Good Reason or without Good Reason, as the case may be, is effective. The Employment
Period shall end on the Date of Termination. For all purposes of this Agreement, no termination of
the Executive’s employment shall be deemed to have occurred if the Executive’s employment is
transferred during the Employment Period from one PrairieStone Pharmacy Affiliate as the employer
to another PrairieStone Pharmacy Affiliate as the employer.




          (h) “Affiliate” of the Company or any other person or entity means any person or
entity directly or indirectly controlling, controlled by, or under common control with, such first
person or entity. For purposes of this definition, the terms “Control,” “Controlling,” and
“Controlled” mean having the right to elect a majority of the members or the board of directors or
other comparable body responsible for management and direction of a Person by contract, by virtue
of share ownership or otherwise.


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     5. Obligations of the Company upon Termination.



          (a) Termination During Initial 36 Months. If, during the first 36 months of the
Employment Period, the Company terminates the Executive’s employment (other than for Cause) or the
Executive terminates employment under this Agreement for Good Reason, and provided the Executive
continues to abide by the provisions of Section 9 of this Agreement, all of the Executive’s
employment compensation and benefits in effect on the Date of Termination shall be continued in
effect until the latter of (i) 36 months after the effective date of this Agreement, or (ii) 12
months after the Date of Termination.




          (b) Termination After Initial 36 Months. If, after the initial 36 months of
the Employment Period, the Company terminates the Executive’s employment under this Agreement
(other than for Cause) or the Executive terminates employment under this Agreement for Good Reason
(any such termination of employment being a “Section 5(b) Termination”) and provided the Executive
continues to abide by the provisions of Section 9 of this Agreement:




               (i) the Executive shall be entitled to a continued payment for one year of the
Executive’s current base salary (as in effect on the Date of Termination), payable in regular
intervals, in accordance with the regular payroll practices of the Company;



               (ii) the Executive shall receive a pro rata portion of any bonus or incentive plan
amount for that portion of the year prior to the Date of Termination but only to the extent the
Executive’s performance measures are achieved at the end of the fiscal year. Pro rata bonuses
shall be paid within 60 days of the end of the fiscal year. 



               (iii) if after the Date of Termination the Executive elects to receive continuation
coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), the Executive shall be entitled to reimbursement from the
Company for the COBRA premium costs of medical, prescription, dental and vision coverage, if any,
under the Company’s group health plans (as in effect from time to time) for the Executive and, to
the extent permitted under COBRA, the Executive’s spouse and eligible dependents, such
reimbursement not to exceed the COBRA rates for such coverage and, unless terminated sooner as
described below, such reimbursement to continue for one year after the Date of Termination;
provided, however, that the Executive shall be required to submit to the Company reasonable
evidence of payment by the Executive of any such COBRA premiums in order to obtain reimbursement
from the Company and that the Executive may not submit any requests for reimbursement of such
payments more than once per calendar month; provided, further, that the Company, in its sole
discretion, may elect for the first two calendar months (or portions thereof) of the Severance
Period, as applicable, to remit any such payments directly on behalf of the Executive rather than
requiring the Executive to remit such payments and seek reimbursement therefore from the Company;
provided, further, that the obligations of the Company to reimburse any such payments shall
terminate on the date of occurrence of the first to occur of any of the following, if any of the
following should occur prior to the end of the Severance Period: (i) the date of commencement of
eligibility of the Executive under the group health plan of any other employer or (ii) the date of
commencement of eligibility of the Executive for Medicare benefits under Title XVIII of the Social
Security Act (“Medicare Benefits”); and provided, further, that the Executive nevertheless shall be
entitled to elect COBRA continuation coverage without reimbursement under the Company’s group
health plans at the applicable COBRA premium rates through the date that is 18 months after the
Date of Termination or, if earlier, the date that the Executive becomes covered under the group
health plan of another employer or becomes eligible for Medicare Benefits, if the obligations of
the Company to reimburse the Executive for COBRA premiums for continuation coverage under the
Company’s group health plans should terminate prior to such date. Notwithstanding anything to the
contrary set forth



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above, the Company, in its sole discretion, may discontinue any coverage contemplated
hereunder in the event that such continuation is not permitted under or would adversely affect the
tax status of the plan or plans of the Company pursuant to which the coverage is provided, in which
case the Company shall make supplemental severance payments to the Executive in monthly amounts
equal to the amounts to which the Executive otherwise would have been entitled to reimbursement
hereunder in respect of such coverage for the remainder of the period that the Company otherwise
would have been obligated to make reimbursements hereunder to the Executive. Any amounts that are
reimbursed to the Executive by the Company or paid directly to the Executive as supplemental
severance payments will be considered taxable income to the Executive and any taxes on such amounts
will be the Executive’s responsibility and subject to applicable tax withholding.



               (iv) the Company shall also pay, or cause to be paid, to the Executive, in a lump
sum in cash within 30 days after the Date of Termination certain of Executive’s accrued but unpaid
cash compensation (the “Accrued Obligations”), which shall include but not be limited to the
Executive’s base salary through the Date of Termination that has not yet been paid, any accrued but
unpaid vacation pay, and similar unpaid items that have accrued and as to which the Executive has
become entitled as of the Date of Termination, including declared but unpaid bonuses and
unreimbursed employee business expenses.



          (c) Death or Disability. If the Executive’s employment is terminated by
reason of the Executive’s death or Disability during the Employment Period, the Company shall pay
the Accrued Obligations to the Executive or the Executive’s estate or legal representative, as
applicable, in a lump sum in cash within 30 days after the Date of Termination. In addition, the
Company shall pay a pro-rata portion of the Executive’s bonus to Executive or his estate or legal
representative, determined and paid in the manner set forth in subparagraph 5(a)(ii) above. Pro
rata bonuses shall be paid within 60 days of the end of the fiscal year for that portion of the
year prior to the Date of Termination but only to the extent the Executive’s performance measures
are achieved at the end of the fiscal year. In such event, the Company shall have no further
obligations under this Agreement or otherwise to or with respect to the Executive other than for
any entitlements under the terms of any other plans or programs of the Company in which the
Executive participated and under which the Executive has become entitled to a benefit.




          (d) By the Company for Cause; By the Executive Other than for Good Reason.
If the Executive’s employment is terminated by the Company for Cause or the Executive voluntarily
terminates his employment other than for Good Reason, the Company shall pay the Executive, or shall
cause the Executive to be paid, the Executive’s base salary through the Date of Termination that
has not been paid and the amount of any declared but unpaid bonuses, accrued but unpaid vacation
pay, and unreimbursed employee business expenses, and the Company shall have no further obligations
under this Agreement or otherwise to or with respect to the Executive other than for any
entitlements under the terms of any other plans or programs of the Company in which the Executive
participated and under which the Executive has become entitled to a benefit.




     6. Tax Treatment. It is the intention of the parties that payments to be
made to the Executive whether under the terms of this Agreement or otherwise shall not constitute
“excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986
(as amended from time to time) (the “Code) and any regulations thereunder. If the independent
accountants serving as auditors for the Company on the date of this Agreement (or any other
independent certified public accounting firm designated by the Company) determine that any payment
or distribution by the Company to or for the benefit of the Executive (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or otherwise) would be
nondeductible by the Company under Section 280G of the Code (or any successor provision), then the
amounts payable or distributable under this Agreement will be reduced to the maximum amount which
may be paid or distributed without causing such payments



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or distributions to be nondeductible. The determination shall take into account (a) whether
the payments or distributions are “parachute payments” under Section 280G, (b) the amount of
payments and distributions under this Agreement that constitute reasonable compensation, and (c)
the present value of such payments and distributions determined in accordance with Treasury
Regulations in effect from time to time. The Executive shall have the right to designate which
payments or distributions will be reduced.



     7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive’s continuing or future participation in any plan, program, policy or practice
provided by the Company for which the Executive may qualify. Vested benefits and other amounts
that the Executive is otherwise entitled to receive on or after the Date of Termination under any
plan, policy, practice or program of, or any contract or agreement with, the Company shall be
payable in accordance with such plan, policy, practice, program, contract or agreement, as the case
may be, except as explicitly modified by this Agreement.



     8. Mitigation. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement. Notwithstanding this Section 8, the Executive shall
continue to be subject to all of the restrictions provided for in Section 9 of this Agreement
during the Severance Period.



     9. Confidential Information; Non-solicitation; Non-competition.



          (a) The Executive agrees and acknowledges that by reason of his employment by and
service to the Company, he will have access to, become exposed to and/or become knowledgeable about
confidential information of the Company and its Affiliates (the “Confidential Information”) from
time to time during the Employment Period, including, without limitation, proposals, plans,
inventions, practices, systems, programs, processes, methods, techniques, research, records,
supplier sources, customer lists and other forms of business information that are not known to the
Company’s competitors, are not recognized as being encompassed within standard business or
management practices and/or are kept secret and confidential by the Company. Executive agrees that
at no time during or after the Employment Period will he disclose or use the Confidential
Information except as may be required in the prudent course of business for the benefit of the
Company, or as may be required by law or in a legal proceeding.




          (b) The Executive acknowledges that the Company’s business plan to engage in
business throughout the United States. During the Executive’s employment by the Company and for
the duration of the Restricted Period (defined below), the Executive agrees that he will not,
unless acting with the prior written consent of the Company, directly or indirectly, own,
manage, control, or participate in the ownership, management or control of, be
financially interested in, or be employed or engaged by, or otherwise affiliated or associated
with, as an officer, director, employee, consultant, independent contractor or otherwise, any other
corporation, partnership, proprietorship, firm, association or other business entity, which is
engaged in the management, ownership or operation of retail pharmacies in the United States or any
other business that, as of the Date of Termination, is engaged in by the Company in the United
States, has been reviewed with the Board of Managers for development to be owned or managed by the
Company, within nine (9) months of the Date of Termination, and/or has been divested by the Company
but as to which the Company has an obligation to refrain from involvement for so long as such
restriction applies to the Company; provided, however, that the ownership of not more than 5% of
the equity of a publicly traded entity shall not be deemed to be a violation of this paragraph.
Notwithstanding the foregoing, the Executive shall be relieved of the covenants provided for in
this subsection in the event that the Company fails to make payments to Executive as provided for
in Section 5(a) or (b) of this Agreement and the Company has not cured such failure within fifteen
(15) calendar days after receipt of written notice from Executive. The foregoing will be construed
to permit the

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Executive to own or operate an independent pharmacy or to practice as a licensed pharmacist in
an independent or retail pharmacy at any time following the Date of Termination.




          (c) The Executive also agrees that he will not, directly or indirectly, during the
Restricted Period induce any person who is an employee, officer, director, or agent of the Company,
to terminate such relationship, or employ, assist in employing or otherwise be associated in
business with any present or former employee or officer of the Company or its Affiliates, including
without limitation those who commence such positions with the Company or its Affiliates after the
Date of Termination.




          (d) During the Restricted Period, the Executive shall not attempt in any manner to
contact or solicit any individual, firm, corporation or other entity (i) that is or has been, a
customer, supplier or vendor of the Company or its Affiliates at any time during the Restricted
Period, (ii) to which a proposal has been made by the Company during the Restricted Period or (iii)
to which the Company has made a proposal during the nine (9) months preceding the Date of
Termination, for the purpose of implementing retail pharmacies or providing retail pharmacy or
services or products similar to the services and products provided by the Company at the Date of
Termination. In addition, during the Restricted Period, the Executive shall not persuade or attempt
to persuade any customer, supplier, vendor, licensor or other entity or individual doing business
with the Company to discontinue or reduce its business with the Company or otherwise interfere in
any way with the business relationships and activities of the Company. For purposes of this
paragraph (d), a customer of the Company or its Affiliates includes any retail/grocery
establishment, physicians office, clinic or any healthcare or retail host business in which the
Company or its subsidiaries has located or has proposed to locate a pharmacy or provide pharmacy
services.




          (e) The Executive acknowledges and agrees that the restrictions contained in this
Section 9 are reasonable and necessary to protect and preserve the legitimate interests,
properties, goodwill and business of the Company, that the Company would not have entered into this
Agreement in the absence of such restrictions and that irreparable injury will be suffered by the
Company should the Executive breach the provisions of this Section. The Executive represents and
acknowledges that (i) the Executive has been advised by the Company to consult the Executive’s own
legal counsel in respect of this Agreement, (ii) the Executive has consulted with and been advised
by his own counsel in respect of this Agreement, and (iii) the Executive has had full opportunity,
prior to execution of this Agreement, to review thoroughly this Agreement with the Executive’s
counsel.




          (f) The Executive further acknowledges and agrees that a breach of the restrictions
in this Section 9 may not be adequately compensated by monetary damages. The Executive agrees that
actual damage may be difficult to ascertain and that, in the event of any such breach, the Company
may be entitled to injunctive relief in addition to such other legal or equitable remedies as may
be available to the Company. In the event that the provisions of this Section 9 should ever be
adjudicated to exceed the limitations permitted by applicable law in any jurisdiction, it is the
intention of the parties that the provision shall be amended such that those provisions are made
consistent with the maximum limitations permitted by applicable law, that such amendment shall
apply only within the jurisdiction of the court that made such adjudication and that those
provisions otherwise be enforced to the maximum extent permitted by law.




          (g) If the Executive breaches his obligations under this Section 9, he agrees that
suit may be brought, and that he consents to personal jurisdiction, in the United States District
Court for the District of Minnesota, or if such court does not have jurisdiction or will not accept
jurisdiction, in any court of general jurisdiction in Minneapolis, Minnesota; consents to the
exclusive jurisdiction of any such court in any such suit, action or proceeding; and waives any
objection which he may have to the laying of venue of any such suit, action or proceeding in any
such court.


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           (h) For purposes of this Section 9, the term “Restricted Period” following the Date
of Termination means (i) if the Company terminates the Executives employment without Cause or if
the Executive terminates his employment with Good Reason, the entire period during which payments
to the Executive continue pursuant to Section 5(a) or 5(b), or (ii) in any other case, a period of
one (1) year following the Date of Termination.




          (i) All Confidential Information; all innovations, inventions and discoveries of the
Company; and all correspondence, files, documents, advertising, sales, manufacturers’ and other
materials or articles or other information of any kind, in any media, form or format, whether or
not deemed confidential, shall be and remain the sole property of the Company (“Company
Property”). Upon termination or at the Company’s request, whichever is earlier, Executive
shall immediately deliver to the Company all such Company Property.




          (j) If, contrary to the effort and intent of the parties, any covenant or other
obligation contained in this Section 9 shall be found not to be reasonably necessary for the
protection of the Company, to be unreasonable as to duration, scope or nature of restrictions, or
to impose an undue hardship on Executive, then it is the desire of the parties that such covenant
or obligation not be rendered invalid thereby, but rather that the duration, scope or nature of the
restrictions be deemed reduced or modified, with retroactive effect, to render such covenant or
obligation reasonable, valid and enforceable. The parties further agree that in the event a court,
despite the efforts and intent of the parties, declares any portion of the covenants or obligations
in this Section 9 invalid, the remaining provisions of this Section 9 shall nonetheless remain
valid and enforceable.




     10. Successors.



          (a) This Agreement is personal to the Executive and, without the prior written
consent of the Company, shall not be assignable by the Executive otherwise than by will or the laws
of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive’s legal representatives.




           (b) This Agreement shall inure to the benefit of and be binding upon the Company and
its successors and assigns.




          (c) The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company expressly to assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would have been required to perform it if no such
succession had taken place. As used in this Agreement, “Company” shall mean both the Company as
defined above and any such successor that assumes and agrees to perform this Agreement, by
operation of law or otherwise.




     11. Miscellaneous.



          (a) This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Minnesota, without reference to principles of conflict of laws. The captions of
this Agreement are not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified except by a written agreement executed by the parties
hereto or their respective successors and legal representatives.



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          (b) All notices and other communications under this Agreement shall be in writing
and shall be given by hand to the other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:



If to the Executive:





John J. Brady

7928 Preservation Drive,

Indianapolis, Indiana 46278


If to the Company:





PrairieStone Pharmacy, LLC

2800 Campus Drive, Suite 30

Plymouth, MN 55441

Attn: Alan Lotvin


With a copy to:





Arcadia Resources, Inc.

405 5th Avenue South, Suite 6

Naples, Florida 34102

Attn: President and CEO


or to such other address as either party furnishes to the other in writing in accordance with this
paragraph (b) of Section 11. Notices and communications shall be effective when actually received
by the addressee.




          (c) The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement. If any provision
of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such
provision, together with all other provisions of this Agreement, shall remain valid and enforceable
and continue in full force and effect to the fullest extent consistent with law.




          (d) Notwithstanding any other provision of this Agreement, the Company may withhold
from amounts payable under this Agreement all federal, state, local and foreign taxes that are
required to be withheld by applicable laws or regulations.




          (e) The Executive’s or the Company’s failure to insist upon strict compliance with
any provision of, or to assert any right under, this Agreement (including, without limitation, the
right of the Executive to terminate employment for Good Reason pursuant to paragraph (c) of Section
5 of this Agreement) shall not be deemed to be a waiver of such provision or right or of any other
provision of or right under this Agreement.




          (f) This Agreement may be executed in several counterparts, each of which shall be
deemed an original, and said counterparts shall constitute but one and the same instrument.




     12. The respective rights and obligations of the parties hereunder shall survive any
termination of the Executive’s employment to the extent necessary to the intended preservation of
such rights and obligations, including, but not by way of limitation, those rights and obligations
set forth in Sections 3, 5, 6, 8 and 9.



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     IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization of the Committee, the Company has caused this Agreement to be executed in its name on
its behalf, all as of the day and year first above written.



	 	 	 	 	 
	PRAIRIESTONE PHARMACY, LLC

 	 	 
	By:  	/s/  Marvin R. Richardson
 	 	 
	 	Name:  	Marvin R. Richardson 	 	 
	 	Title:  	President and CEO 	 	 
	 
	EXECUTIVE
	 
	
/s/ John J. Brady	 	 
	John J. Brady
	 	 	 
	 





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