exv10w45









Exhibit 10.45




EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and between Arcadia Resources, Inc.,
a Nevada corporation (“Arcadia” or “Employer”), and Charles Goodall a resident of
the State of Illinois (the “Executive”), is entered into on this 23rd of
December, 2009, to be effective as of 1st of January 2010 (the “Effective
Date”).



WHEREAS, Arcadia and Executive are currently parties to a certain Consulting Services
Agreement effective as of April 23, 2009 (the “Consulting Services Agreement”); and



WHEREAS, Employer desires to employ Executive in the full-time employment position described
herein; and



WHEREAS, Executive desires to serve in that capacity.



NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



1. Regular Employment and Termination of Consulting Services Agreement. The
Consulting Services Agreement shall be terminated as of the Effective Date, and Employer shall
employ the Executive, and the Executive shall serve Employer and its subsidiaries on the terms and
conditions set forth in this Agreement, for the period beginning on the Effective Date and
continuing until terminated as provided below in Section 4 (the “Employment
Period”); provided, however, that Paragraph 23 of the Consulting Services Agreement shall
survive such termination and be interpreted as if the success fee described therein was earned on
the Effective Date.



2. Position and Duties.



(a) As of the Effective Date, and during the Employment Period, the Executive will be employed
as Executive Vice President — Pharmacy Operations, responsible for all operations at the
Employer’s Indianapolis, IN, Eden Prairie, MN, Carlsbad, CA and such other pharmacies Employer may
establish in the future, and in compliance with Employer’s policies and procedures applicable to
its officers and other employees in effect from time to time. Executive shall report to Arcadia’s
Chief Operating Officer (“COO”), but shall work closely with Arcadia’s President/CEO and other
members of Arcadia’s senior management team on the strategic direction of Arcadia’s DailyMed
pharmacy business. While Employer acknowledges that Executive may work remotely outside of the
Indianapolis central pharmacy and Arcadia’s corporate headquarters, Executive shall spend
significant amounts of time at Arcadia’s pharmacy facilities, wherever located.



(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 Employer or violate the provisions of Section 9, the Executive shall
devote his full time and attention to the business and affairs of Employer and its subsidiaries.
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 9 and do not require a
material amount of the Executive’s time. The Executive shall use reasonable efforts to
faithfully and efficiently carry out all duties and responsibilities assigned to him.


 


 









 





3. Compensation.



(a) Base Salary. During the Employment Period, the Executive shall receive an annual
base salary of $225,000 payable in accordance with the regular payroll practices of Employer. The
Executive’s base salary shall be reviewed annually by Employer, in accordance with Employer’s
standard practices for executives generally, and may be increased, but not decreased, as determined
by the Board of Directors, in its sole discretion, or by any Committee of the Board of Directors to
which such authority has been delegated.



(b) Equity Awards. Throughout the Employment Period, Executive shall be eligible to
receive awards of Employer’s equity securities as may be awarded in the discretion of the Board of
Directors or by any Committee of the Board of Directors to which such authority has been delegated.
Executive shall initially be awarded 100,000 shares of restricted common stock and granted 200,000
options to purchase common stock of the Employer pursuant to the Employer’s 2006 Equity Incentive
Plan, as amended (the “Plan”). Such initial awards shall be made by the Board of Directors at its
meeting next following the Effective Date, to be held on or about February 2, 2010. Restrictions
on the restricted common stock shall lapse on January 1, 2012, and the options shall vest quarterly
in 1/8th increments beginning March 31, 2010. The shares of restricted stock shall be
subject to forfeiture if Executive resigns his position prior to January 2012, but shall vest
immediately in the event his employment is terminated by the Employer other than for “Cause”, as
defined in Section 4(b) below. The exercise price of the options shall be the closing market
price of Arcadia’s common stock on the NYSE Alternext on the trading day immediately preceding the
date of grant.



(c) Annual Bonus and Incentive Plans; Other Benefits. Throughout the Employment
Period, the Executive shall be eligible to participate in any bonus or incentive plans that are
available to the senior executives of Arcadia. Executive’s initial incentive bonus opportunity for
Employer’s 2010 fiscal year under its 2008 Executive Performance Based Compensation Plan shall be
50% of his annual base salary, and the performance measures to be used in determining the amount of
bonus to be earned shall be the same as applicable to all other executive officers for the 2010
fiscal year.



(d) Other Benefits. To at least the same extent as other senior executives of
Arcadia, 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
Employer; 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 Employer. Executive shall also be entitled to the use
of an Employer provided laptop computer and cellular telephone to be used by Executive in
accordance with Employer’s policies, practices and procedures.



(e) 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 Employer for submission of expense
reports, receipts, or similar documentation of such expenses. In addition, Employer shall provide
Executive with an Employer sponsored credit card, to be used solely for payment of travel expenses
incurred on behalf of Employer’s business, including lodging, meals and fuel expenses for travel
between Executive’s home and Employer’s Indianapolis, IN offices, its use being subject to the
above-referenced expense reporting policies, practices and procedures.



(f) Vacation. Executive shall be entitled to three (3) weeks of paid vacation leave
annually or such greater period of vacation leave as Employer may prescribe.


 


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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) month 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 Employer, shall submit to a
medical examination by a physician selected by Employer (the “Employer Physician”) to
determine whether the Executive is so disabled. In the event that the Executive disagrees with the
findings of the Employer 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
Employer Physician’s and the Executive Physician’s findings agree with respect to Executive’s
disability status, such determination shall be binding on Employer and the Executive. If the
Employer Physician’s and the Executive Physician’s findings do not agree with respect to
Executive’s disability status, the Employer 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 Employer and the Executive. The date of the
Executive’s Disability shall be the date on which a Physician (whether Employer, Executive or third
Physician) makes a final, binding determination of Executive’s disability.



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



(i) The Executive’s fraud, knowing violation of law, theft or embezzlement committed
with respect to Employer, 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 thirty (30) days; provided, however, that Employer may terminate the
Executive’s employment for “Cause” under this subdivision only if Employer has provided written
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 to Employer (including, without limitation, any breach by the Executive of Section
9 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 written notice by the Executive from Employer;



(iv) the Executive’s conviction of a misdemeanor which directly causes material
harm to Employer, which harm is not cured by the Executive within thirty (30) days of the receipt
of written notice by the Executive from the Employer 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 Employer
that is not cured within thirty (30) days of receipt of written notice thereof (any breach by the
Executive of Section 11 of 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;


 


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



(viii) the Executive’s willful failure to carry out any material directive of
Employer which does not require unlawful action nor breach this Agreement, which failure is not
cured by Executive within thirty (30) days of the receipt of written notice by the Executive from
Employer;



(ix) Provided, however, that the Executive shall be limited to one (1) 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 Employer relies. The Executive shall have thirty (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 (30th) 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 thirty (30) day period; provided,
however, that the Executive shall be able to cure such conduct only once within a twelve (12)
month period. A termination of Executive’s employment without Cause shall be effectuated by
giving the Executive written notice of the termination, which termination shall be effective on the
thirtieth (30th) day following the date when the Notice of Termination without Cause is
given.



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



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



(ii) removal of the Executive from his position specified herein, except for “Cause”
as defined in paragraph (b) above;



(iii) any change in Executive’s reporting assignment such that he is no longer
reporting to COO or an equal or more senior-level executive, except such a change that is made by
mutual agreement between the Executive and Employer;



(iv) a material failure by Employer 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 caused by Executive or (iii) an isolated, insubstantial or
inadvertent failure that is not taken in bad faith and is remedied by Employer within thirty (30)
days after receipt of written notice thereof from the Executive;



(v) any action by Employer, 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



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


 


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(e) A termination of employment by the Executive for Good Reason shall be
effectuated by giving Employer 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, must be given within
thirty (30) days of the date of the act or omission on which it is based or the date on which
Executive first knows or reasonably should have known of such act or omission, whichever is later.
Employer shall have thirty (30) days to remedy the conduct set forth in the Notice of Termination
for Good Reason, provided that Employer shall have only five (5) business days to remedy any
failure to pay compensation that is properly owing to Employee under this Agreement (excluding
reimbursable expenses). A termination of employment by the Executive for Good Reason shall be
effective on the thirtieth (30th) 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 Employer within
the thirty (30) day period; provided, however, that Employer 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 Employer at least thirty (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 Employer 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.



(h) “Affiliate” of Employer means any person or entity directly or
indirectly controlling, controlled by, or under common control with, Arcadia. For purposes of this
definition, the terms “Control,” “Controlling,” and “Controlled” mean 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 or entity by contract, by virtue of share ownership or otherwise.



5. Obligations of Employer upon Termination.



(a) [intentionally omitted and left blank]



(b) Termination. If Employer 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 six (6) months
following the Date of Termination (the “Severance Period”) 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 Employer;



(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 sixty (60) days of the end of the fiscal year.


 


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(iii) if after the Date of Termination the Executive elects to receive continuation
coverage under Employer’s group health plans pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), the Executive shall be entitled to reimbursement from
the Employer for the COBRA premium costs of medical, prescription, dental and vision coverage, if
any, under Employer’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 six (6) months after the Date of Termination; provided, however,
that the Executive shall be required to submit to Employer reasonable evidence of payment by the
Executive of any such COBRA premiums in order to obtain reimbursement from Employer and that the
Executive may not submit any requests for reimbursement of such payments more than once per
calendar month; provided, further, that Employer, in its sole discretion, may elect for the first
two (2) 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 Employer; provided, further, that the obligations of
Employer 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 Employer’s group health plans at the applicable
COBRA premium rates through the date that is eighteen (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 Employer to reimburse
the Executive for COBRA premiums for continuation coverage under Employer’s group health plans
should terminate prior to such date. Notwithstanding anything to the contrary set forth above,
Employer, 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 Employer pursuant to which the coverage is provided, in which case Employer 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 Employer otherwise would have been obligated to
make reimbursements hereunder to the Executive. Any amounts that are reimbursed to the Executive
by Employer 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) Employer shall also pay, or cause to be paid, to the Executive, in a lump sum
in cash within thirty (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.


 


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(c) Death or Disability. If the Executive’s employment is terminated by
reason of the Executive’s death or Disability during the Employment Period, Employer 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 thirty (30) days after the Date of Termination. In
addition, Employer 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(b)(ii) above. Pro rata bonuses shall be paid within sixty (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, except
as may be required by law, Employer 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 Employer in which the Executive participated and under which the
Executive has become entitled to a benefit.



(d) By Employer for Cause; By the Executive Other than for Good Reason. If
the Executive’s employment is terminated by Employer for Cause or the Executive voluntarily
terminates his employment other than for Good Reason, Employer 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 Employer 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 Employer in which the Executive participated and under
which the Executive has become entitled to a benefit or as otherwise required by law.



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 Employer on the date of this Agreement (or any
other independent certified public accounting firm designated by Employer ) determine that any
payment or distribution by Employer 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 Employer 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 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 Employer 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, Employer 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.


 


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9. Confidential Information; Non-solicitation; Non-competition; Conflict of
Interest.



(a) The Executive agrees and acknowledges that by reason of his employment by and
service to Employer, he will have access to, become exposed to and/or become knowledgeable about
confidential information of Employer 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
Employer’s competitors, are not recognized as being encompassed within standard business or
management practices and/or are kept secret and confidential by Employer or its Affiliates.
Executive agrees that at no time during and for a period of two (2) years 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 Employer or its Affiliates, or as may be required by
law or in a legal proceeding.



(b) The Executive acknowledges that Employer’s business plan is to engage in
business throughout the United States. During the Executive’s employment by Employer 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 Employer, 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 any business that, as of the Date of
Termination, is engaged in medication management services similar to those provided by Arcadia’s
DailyMed pharmacy business, including without limitation the offering of compliance packaging in
combination with medication therapy management services, or the offering of medication therapy
management services on a stand-alone basis, but not including a traditional 90-day mail order
pharmacy or community-based pharmacy or a long-term care pharmacy servicing assisted living
facilities or group homes, 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.



(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 Employer or
its Affiliates, to terminate such relationship, or employ, assist in employing or otherwise be
associated in business with any present or former employee or officer of Employer or its
Affiliates, including without limitation those who commence such positions with Employer 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 Employer or its Affiliates at any time during the Restricted
Period, (ii) to which a proposal has been made by Employer or its Affiliates during the Restricted
Period or (iii) to which Employer or its Affiliates has made a proposal during the nine (9) months
preceding the Date of Termination, for the purpose of implementing or providing services or
products similar to the services and products provided by Employer or its Affiliates 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 Employer or its Affiliates to discontinue or reduce its business with Employer or its
Affiliates or otherwise interfere in any way with the business relationships and activities of
Employer.


 


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(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 Employer and its Affiliates, that Employer would not have
entered into this Agreement in the absence of such restrictions and that irreparable injury will be
suffered by Employer and its Affiliates should the Executive breach the provisions of this Section.
The Executive represents and acknowledges that (i) the Executive has been advised by Employer 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,
Employer may be entitled to injunctive relief in addition to such other legal or equitable
remedies as may be available to Employer. 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) [intentionally omitted and left blank]



(h) For purposes of this Section 9, the term “Restricted Period”
following the Date of Termination means the two (2) year period following the Date of Termination,
provided that for purposes of Section 9(b) the term “Restricted Period” shall mean the one (1) year
period following the Date of Termination.



(i) All Confidential Information; all innovations, inventions and discoveries of
Employer; 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 Employer (“Employer
Property”). Upon termination or at Employer’s request, whichever is earlier, Executive shall
immediately deliver to Employer all such Employer 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, 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.


 


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10. Governing Law and Arbitration. This Agreement and all disputes arising
out of Executive’s employment hereunder shall be governed by and construed in accordance with the
laws of the State of Indiana without reference to principles of conflict of laws, notwithstanding
that Employer and Executive are 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 Executive’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. The arbitration shall be held at a
location within Marion County, Indiana. The parties hereto agree that any arbitration award
rendered on any claim submitted to arbitration shall be final and binding upon the parties, and
that judgment may be entered upon any arbitration award by any court of competent jurisdiction.
The parties hereto agree that the expenses of any arbitration shall be borne equally by the parties
to the proceeding, except that the party determined to have prevailed in any arbitration or civil
action shall be awarded its reasonable attorneys fees and costs of its own experts, evidence and
the like. The parties hereto acknowledge and agree that by making this agreement to submit all
claims to binding arbitration, they are waiving the right to litigate in a court of law, and to
trial by jury if applicable, all claims, including all claims assertable under any federal or state
law prohibiting discrimination in employment.



11. Successors.



(a) This Agreement is personal to the Executive and, without the prior written
consent of Employer, 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 Employer
and its successors and assigns.



(c) The Employer 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 Employer expressly to assume and agree to perform this Agreement in the same manner
and to the same extent that the Employer would have been required to perform it if no such
succession had taken place. As used in this Agreement, “Employer” shall mean both Arcadia as
defined above and any such successor that assumes and agrees to perform this Agreement, by
operation of law or otherwise.



12. Miscellaneous.



(a) 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.
This Agreement supersedes all prior agreements between Employer and Executive with respect to its
subject matter and constitutes (along with any documents referred to in this Agreement) a complete
and exclusive statement of the terms of the Agreement between Employer and Executive with respect
to its subject matter.



(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, or by facsimile or overnight courier, addressed as follows:



If to the Executive:




Charles Goodall

15 James Drive

Hawthorn Woods, IL 60047



If to the Employer:




Arcadia Resources, Inc.

9229 Delegates Row, Suite 260

Indianapolis, IN 46240

Attn: President and CEO


 


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or to such other address as either party furnishes to the other in writing in accordance with this
paragraph (b) of this Section. Notices and communications shall be effective when given in
the manner described above.




(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, Employer 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 Employer’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.



13. 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.



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



	 	 	 	 	 

	ARCADIA RESOURCES, INC.	 	 
	 
	 	 	 	 
	By:

	 	Marvin Richardson
 

Name: Marvin Richardson
	 	 
	 

	 	Title: President and Chief Executive Officer	 	 
	 
	 	 	 	 
	EXECUTIVE	 	 
	 
	 	 	 	 
	/s/ Charles Goodall	 	 
	 	 	 
	Charles Goodall	 	 





 


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