Exhibit 10.1
DIRECTOR COMPENSATION AGREEMENT
THIS DIRECTOR COMPENSATION AGREEMENT (the "Agreement") is made as of this
22nd day of March 2005, by and between ARCADIA RESOURCES, INC., a Nevada
corporation (the "Company") and XXXX X. XXXXXXXX, a Florida resident
("Xxxxxxxx").
R E C I T A L S
X. Xxxxxxxx is currently a member of the Board of Directors and the Audit
Committee Chairman of the Company.
B. The Company desires that Xxxxxxxx exert his utmost efforts in such
capacities to improve the business and increase the assets of the Company.
C. Simultaneously herewith, the Company and Xxxxxxxx have executed a Stock
Option Agreement relative to Xxxxxxxx'x annual compensation for being a Director
and Audit Committee Chairman of the Company.
NOW, THEREFORE, in consideration of the foregoing and Xxxxxxxx'x service
to the Company as a Director and Audit Committee Chairman/Member, the Company
agrees to compensate Xxxxxxxx as follows:
1. ANNUAL RETAINER AND AUDIT COMMITTEE CHAIR FEE. The Company is awarding
Xxxxxxxx annual stock options for the Company's common stock with an aggregate
value of $28,000, consisting of a $25,000 annual retainer and a $3,000 annual
audit chair fee. The number of shares being awarded pursuant to such stock
options will be determined utilizing acceptable modeling techniques mutually
agreeable by Xxxxxxxx and the Company. The details of such options are set forth
in the Stock Option Agreement executed on even date hereof.
2. MEETING FEES. Xxxxxxxx shall receive the following additional
compensation in exchange for his role as a Director and Audit Committee
Chairman/Member of the Company:
(a) For each Board of Directors meeting attended by Xxxxxxxx, either
in person or by means of telephonic conference, Xxxxxxxx shall be paid
$1,000, which shall be payable in common stock of the Company.
(b) For each Audit Committee meeting attended by Xxxxxxxx, either in
person or by means of telephonic conference, Xxxxxxxx shall be paid $500,
which shall be payable in common stock of the Company.
The number of shares issued shall be determined by dividing $1,000
in the case of a Board of Directors meeting, and $500 in the case of an Audit
Committee meeting, by the stock price of the Company's common stock quoted at
the close of business on the date of such meeting or the last business day
preceding such meeting if such meeting is held on a weekend or a legal holiday.
3. EXPENSES. Xxxxxxxx shall additionally be reimbursed for all reasonable
expenses incurred by him in connection with his positions as Director and Audit
Committee Chairman/Member.
4. JUNE 22, 2004 MEETINGS. For purposes of determining the number of
shares of Company common stock to be issued to Xxxxxxxx in connection with the
June 22, 2004 Board of Directors and Audit Committee meetings, the value of the
Company's common stock shall be assumed to have been $.50 per share at such
time.
5. INSTRUCTIONS TO TRANSFER AGENT. Within a reasonable period of time, not
to exceed forty-five (45) days, the Company shall issue a letter of instruction
to the Company's transfer agent directing the agent to issue all shares owing
Xxxxxxxx pursuant to this Agreement.
6. BINDING EFFECT. Except as herein otherwise expressly provided, this
Agreement shall be binding and inure to the benefit of the parties hereto, their
successors, legal representatives and assigns.
7. WITHHOLDING. Xxxxxxxx agrees to cooperate with the Company to take all
of the steps necessary or appropriate for the withholding of taxes by the
Company required under law or regulation in connection herewith.
8. MISCELLANEOUS. This Agreement shall be construed under the laws of the
State of Michigan, without application to the principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
ARCADIA RESOURCES, INC.,
a Nevada corporation
By: /s/ XXXX X. XXXXXXX, XX
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Xxxx X. Xxxxxxx, XX
Its: Chairman and CEO
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/s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
