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Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made effective the 1st day of
January,
2005 ("Effective Date"), by and between Arcadia Resources, Inc.,
a Nevada
corporation ("Employer") and Rebecca R. Irish, a Florida
resident ("Employee").
W I T N E S S E T H:
WHEREAS, subject to the terms and provisions of this Agreement,
Employer
desires to employ Employee in the positions set forth herein and
Employee
desires to accept such employment.
NOW, THEREFORE, in consideration of the mutual covenants and
promises
contained herein and other valuable consideration the receipt
and sufficiency of
which is hereby expressly acknowledged, the parties hereto agree
as follows:
1. "AT WILL" EMPLOYMENT. Employer hereby employs Employee on an
"AT
WILL" basis and Employee hereby accepts such employment, in
accordance with the
terms and conditions hereinafter set forth. Employee
acknowledges and agrees
that her employment with Employer is and shall remain on an "AT
WILL" basis, and
that nothing contained in this Agreement is intended to confer
to Employee any
guaranty of continued employment with Employer. Accordingly,
either Employee or
Employer may terminate the employment relationship at any time,
with or without
cause, upon thirty (30) days prior written notice.
2. DUTIES AND RESPONSIBILITIES. Employee shall serve as the
Chief
Financial Officer of Employer on a full-time basis and shall
report to the Chief
Executive Officer of Employer. Employee shall perform such
duties and
responsibilities assigned to her from time to time by the Chief
Executive
Officer and by the Board of Directors of the Employer that are
consistent with
the titles held by Employee. If requested by the Board of
Directors, Employee
shall serve on any committee established by the Board of
Directors without
additional compensation. Employee agrees to use her best efforts
to perform any
and all duties, responsibilities and other services necessary or
appropriate to
perform the functions of her position, as modified, expanded or
assigned, from
time to time, by the Chief Executive Officer and/or the Board of
Directors of
Employer. During the term of this Agreement, Employee shall
devote substantially
all of her business time and efforts to the performance of her
duties and
responsibilities to the Employer. Employee agrees not to work
for any other
business or enterprise during the course of her employment with
Employer,
whether as an employee, agent, independent contractor or in any
other capacity
whatsoever, except passive ownership of real estate
interests.
3. COMPENSATION AND BENEFITS. Employer agrees to pay and
provide
Employee and Employee agrees to accept in full consideration for
her services to
Employer, the following:
A. SALARY. A base salary ("Base Salary") of One Hundred
Twenty
Five Thousand ($125,000.00) Dollars per annum, less
applicable
withholdings, payable in accordance with the normal payroll
practices of
Employer. Employee's Base Salary may be increased from time to
time at
the discretion of the Board of Directors of the Employer.
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B. ANNUAL BONUS. Employee shall be eligible to receive an
annual
cash bonus as determined by the Board of Directors, in its
sole
discretion, at the end of each fiscal year of the Employer.
Nothing
contained herein shall, however, require that any bonus be paid
and it
shall remain discretionary with the Board of Directors of the
Employer.
C. VACATION AND SICK TIME. Employee shall be entitled to take
up
to four (4) weeks of paid vacation per year, plus a limited
amount of
paid time off for sickness, disability, or other personal
reasons in
accordance with the Employer's general time-off policies in
effect from
time to time for its employees.
D. FRINGE BENEFITS/RETIREMENT PLAN. Employee shall be
entitled
to health care benefits, and additionally to participate in
such
additional fringe benefits and qualified retirement plans and
stock
option plans offered by Employer to its employees generally from
time to
time, in accordance with Employer's eligibility and
participation
provisions of such plans.
E. EXPENSE REIMBURSEMENT. The Employer shall reasonably
promptly
reimburse Employee all reasonable out-of-pocket expenses
incurred by her
in connection with the performance of her duties on behalf of
the
Employer and upon Employee's submission of such receipts and
records as
may be necessary to evidence such expenses.
F. VEHICLE ALLOWANCE. Employee shall receive a monthly
vehicle
allowance of Six Hundred and no/100 ($600.00) Dollars.
4. OBLIGATION UPON TERMINATION OF EMPLOYMENT
A. TERMINATION AND SEVERANCE PAYMENT. Subject to Section
4(B)
immediately below, if the Employer terminates this Agreement
and
Employee's employment for any reason, then the Employer shall
pay
Employee the unpaid Base Salary and benefits earned and accrued
through
the date of termination, plus all unreimbursed expenses through
such
date, plus the Employer shall pay, as severance, an amount equal
to the
product obtained by multiplying Employee's Base Salary in effect
on the
date of termination, by one-half (1/2). Fifty percent (50%) of
such
severance amount, less applicable withholdings, shall be made
within
thirty (30) days following the termination of this Employee's
employment
and the balance shall be paid, less applicable withholdings, in
six (6)
equal monthly installments, with the first installment due and
payable
within ninety (90) days following the termination of
Employee's
employment. No interest shall be paid on the severance amounts
set forth
in this paragraph.
B. TERMINATION FOR CERTAIN REASONS. If this Agreement and
Employee's employment is terminated by the Employer for any one
or more
of the following reasons, then in such case Employer shall only
be
obligated to pay Employee the amount of any unpaid Base Salary
earned
and accrued through the date of termination, together with
any
unreimbursed expenses:
(i) The conviction of any crime involving moral
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(ii) The conviction of, or pleading guilty or no contest
to, any crime, whether or not involving the Employer,
constituting a felony in the jurisdiction involved, which
the
Board of Directors, in its sole discretion, determines may
have
an injurious effect on the Employer;
(iii) The Employee's gross negligence, willful
misconduct, insubordination, or the willful and repeated
failure
or refusal to perform such duties as may be properly
delegated
to Employee by the Board of Directors or Chief Executive
Officer
which are consistent with the Employee's position;
(iv) The failure to act in the best interest of the
Employer or the non-performance of her duties within
fourteen
(14) days following receipt of written notice from the
Employer
of such failure or non-performance, provided such is
consistent
with the duties normally associated with Employee's position
and
not violative of applicable laws.
C. NO FURTHER OB
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