Exhibit 10.1
EXECUTIVEEMPLOYMENTAGREEMENT
EXECUTIVEEMPLOYMENTAGREEMENT,effectiveNovember1,2012,byandbetween ProcyonCorporation,aColoradocorporation (“Procyon”)and Regina W. Anderson (the “Executive”).
WHEREAS, Procyon has, prior to the date of this Agreement, employed the Executiveas its Chief Executive Officer and Chairman of the Board of Directors; and
WHEREAS, Procyon desiresto continueto employthe Executive on a full-timebasis, andthe Executive desirestobe soemployed byProcyon,pursuant tothe termsofthis Executive Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants containedherein, the parties agree as follows:
ARTICLE I
EMPLOYMENTDUTIES AND BENEFITS
Section 1.1Employment. Procyonhereby employsthe Executive in the positiondescribedon Schedule 1 heretoas an executive officer of Procyon,pursuant to the terms of this Executive Employment Agreement. The Executive accepts such employment and agrees to perform the duties and responsibilities assignedto her pursuantto this Agreement.
Section1.2Duties andResponsibilities.The Executive shall hold the positionswith Procyon whichare specifiedon Schedule1, which is attached hereto and incorporatedherein by reference. The Executive is employed pursuantto the terms of this Agreementandagreesto devote full-timetothe businessof Procyon. The Executive shall perform the duties set forth on Schedule 1 while employed as anexecutive officer, and such further duties as may bedetermined and assigned to her from time-to-time by the Board of Directorsof Procyon.
Section 1.3WorkingFacilities.The Executive shall befurnished with facilitiesandservices suitable to the position and adequate for the performance of the Executive’s duties underthis Agreement. TheExecutive’sduties shall be rendered atProcyon’s offices, or atsuch other place or places as the Executive may designate with Procyon’s approval,which shall not be unreasonably withheld.
Section 1.4Vacations. The Executive shall be entitled each year toa reasonablevacation of not less than four weeks in accordance with the established practices of Procyon now or hereafter in effect for executive personnel, during which timetheExecutive’s compensation shallbe paidin full. Should Procyon from time-to-time require the Executive to perform job duties during vacation periods,the Executive shall be entitled to compensatory vacation time at amutuallyagreeable time.
Section1.5Expenses. The Executiveis authorizedto incur reasonableexpenses forpromoting the domestic andinternational business of Procyon inall respects, including expenses for entertainment, travel and similar items. Procyon will reimburse the Executive for allsuch expenses thatare reasonably related to Procyon’s business and primarilyfor Procyon’s benefit,upon the presentation by the Executive, from time-to-time,of an itemized accountof such expenditures. Such expensesshall bereviewed and approvedby Procyon’s Chief FinancialOfficer.
Section 1.6Benefit Plans. From theeffectivedate of thisAgreement,theExecutive shallbe entitled to participate in allexisting benefit plans provided to Procyon’s executive employees,including,to the extent now or hereafter in effect, medical, health, dental, vision, disability, life insurance and death benefit plans, in accordance with the terms of such plans.
ARTICLE II COMPENSATION
Section2.1Base Salary. Procyonshall payto the Executive a base salary of notlessthan the amount specified onSchedule 1, subject to annual review and raises in such base salary.Thebase salary maybe changed by actionof Procyon’s Board of Directors, and suchchanges shallthereafter be included in the Executive’sbase salary as defined for purposesof this Agreement and Procyon’s bonus plan.
Section 2.2Bonus and Bonus Plan Participation. The Executiveshall beentitled to receive certain short term incentive bonuses, as described, and pursuant to theconditions setforth, in Schedule 1. The Executive shallalso be entitled to receive bonuses in accordance with the provisions of the Procyon-wide
bonus plan as in effect from time to time.
ARTICLE III
TERM OF EMPLOYMENTAND TERMINATION
Section3.1Term and Natureof Employment. This Agreement shall be for a term of one year, commencingon its effective date, subject, however, to termination during suchperiod as provided in this Article and approval of the shareholders of Procyon in itsannualmeeting of shareholders. Nothing containedin this Agreement shall be construedto constitutea promiseof employment to the Executive for a fixed term. Executive’s employment under thisAgreementisstrictly “at will,” andmay be terminated by the Executive or Procyon, upon thirty dayswritten notice, for any reasonor no reason, withor without cause.
Section 3.2 Renewal of Term. Executive’s employment shall be extended for one additional year at the end of eachyearof the term, or extended term, of this Agreement on the same termsand conditions as contained in this Agreement, unlesseither Procyon or the Executive shall, prior to the expiration of the initial term or of any renewal term, give written notice of the intentionnot to renew this Agreement.
Section 3.5Termination. Inthe event oftermination of this Agreement bythe Executiveor Procyonfor any reason, including termination by deathordisabilityofthe Executive,Procyonshallbeobligated to compensate the Executive for any accrued vacation time not takenand any earnedbut unpaid base salary and any earned but unpaid bonuses up to the date of termination.
Section 3.6Options.Any options granted to the Executive to purchase stockof Procyonshall become fully vested on the date of the involuntary termination of this Agreement. This provision shall serve as acontractualmodification of anyoption grants or agreementsbetween theExecutive and Procyon, whether such grants oragreementsshall pre-date or postdate thisAgreement,and is hereby incorporated by referenceinto each such option grant or agreement.
ARTICLE IV
GENERAL MATTERS
Section 4.1Governing Law. This Agreement shall be governed by the laws of the State of Florida and shall be construed in accordance therewith.
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Section 4.2No Waiver. No provision of this Agreement maybe waived except by an agreement inwriting signed bythe waiving party. Awaiverofany term orprovision shall not beconstrued asa waiver of any other term or provision.
Section4.3Amendment. This Agreement may be amended, altered or revoked at any time,in whole or in part, byfiling with this Agreement a written instrument setting forth suchchanges, signed by each of the parties.
Section4.4Benefit. This Agreement shall be bindingupon the Executive and Procyon,and shall not be assignable by Procyonwithout the Executive’swritten consent.
Section 4.5Construction.Throughoutthis Agreementthe singularshall include the plural, and the plural shall includethe singular, and the masculine and neuter shall includethe feminine, whereverthe context so requires.
Section4.6Text to Control. The headings of articles and sections are included solely for convenience ofreference. If any conflict between any heading and the textofthis Agreementexists, the text shall control.
Section 4.7Severability.Ifany provision of this Agreement is declared by any court of competent jurisdiction to be invalid forany reason, suchinvalidity shall not affect the remaining provisions. Onthe contrary, suchremaining provisions shallbe fullyseverable, and this Agreement shallbe construed and enforcedas if such invalid provisions had not been includedin the Agreement.
Section4.8Authority. The officer executingthis Agreement onbehalf ofProcyon has been empoweredand directed to do so by the Board of Directorsof Procyon.
Section 4.9EffectiveDate. The effectivedate of this Agreement shall be November 1, 2012.
| PROCYON CORPORATION | | EXECUTIVE: |
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| By: | | By: |
| James B. Anderson, Chief Financial Officer | | Regina W. Anderson |
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| By: | | |
| Fred W. Suggs, Jr. | | |
| Director, Member of the Procyon | | |
| Corporation Compensation | | |
| Committee | | |
| | | |
| | | |
| By: | | |
| Chester L. Wallack, | | |
| Director, Member of the Procyon | | |
| Corporation Compensation | | |
| Committee | | |
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PROCYON CORPORATION
EXECUTIVEEMPLOYMENTAGREEMENT
Salary and BenefitStatement
Date: November 1, 2012
| Executive: | Regina W.Anderson |
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| Position: | Procyon Corporation: Chief Executive Officer/Chairman of the Board |
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| Reporting to: | Procyon Board of Directors |
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| Annual Base Salary: | $158,000, annually |
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| Benefits: | As outlinedinthisExecutiveEmploymentAgreement and the current Procyon Corporation Employee Handbook. |
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| Term: | As described inSection 3.1of theExecutiveEmploymentAgreement. The terms of the Short Term Growth Incentive Bonusdescribed below shallbe reviewed annually,and any amendment thereto be made with the mutual agreement of the Board of Directors and The Executive. |
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| Duties and | |
| Responsibilities: | ProvideoversightofProcyonoperations;presideoverProcyonBoardmeetingsas ChairmanoftheBoard;provideoversightofAmerxHealthCareCorporation(the wholly-owned subsidiary ofProcyon)executive officers; build companyteam and corporate culture through HR responsibilities;oversee corporate financial reporting; maintain shareholder communications;communicate corporate news and events; direct, implement and managecompliance with SEC rules and regulations; develop and coordinatemarketing efforts for Amerx Health Care; and such other mattersas determinedfrom time to time by the Board. |
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| Short Term | |
| Growth Incentive | |
| Bonus: | Executive will be entitled to an annual short-term incentivebonus, payable as set forth below, based on accomplishing the followingbenchmarks, which shall be based upon Procyon’s net income beforeNOLprovided fiscal 2013consolidated company net sales exceed $3,000,000. |
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| • | 3% Incentive: Executive to be paid 3% of Procyon’s net income before NOL for the fiscal year provided net sales exceed $3,000,000. |
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| • | The Short Term Incentive Bonus will be paid by Procyon to the Executive in September of the applicable year, after the close of the fiscal year end. |
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| APPROVED: | | |
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| PROCYON CORPORATION | | EXECUTIVE: |
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| By: | | /s/ |
| James B. Anderson, Chief Financial Officer | | Regina W. Anderson |
| | | |
| | | |
| By: | | |
| Fred W. Suggs | | |
| Director, Member of the Procyon | | |
| Corporation Compensation | | |
| Committee | | |
| | | |
| | | |
| By: | | |
| Chester L. Wallack, | | |
| Director, Member of the Procyon | | |
| Corporation Compensation | | |
| Committee | | |
| | | |
| | | |
| Effective Date: November 1, 2012 | | |
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