|
<PAGE>
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 e
| 
