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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 JOHN T.
THORNTON, a Florida resident
("Thornton").
R E C I T A L S
A.
Thornton is currently a member of the Board of Directors and the
Audit
Committee Chairman of the Company.
B. The
Company desires that Thornton exert his utmost efforts in such
capacities to improve the business and
increase the assets of the Company.
C.
Simultaneously herewith, the Company and Thornton have executed a
Stock
Option Agreement relative to Thornton's
annual compensation for being a Director
and Audit Committee Chairman of the
Company.
NOW,
THEREFORE, in consideration of the foregoing and Thornton's
service
to the Company as a Director and Audit
Committee Chairman/Member, the Company
agrees to compensate Thornton as
follows:
1. ANNUAL
RETAINER AND AUDIT COMMITTEE CHAIR FEE. The Company is awarding
Thornton 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 Thornton and the Company. The
details of such options are set forth
in the Stock Option Agreement executed on
even date hereof.
2. MEETING
FEES. Thornton shall receive the following additional
compensation in exchange for his role as a
Director and Audit Committee
Chairman/Member of the Company:
(a) For
