Contract

EXHIBIT 10.62 DIRECTOR COMPENSATION AGREEMENT THIS DIRECTOR COMPENSATION AGREEMENT (the “Agreement”) is entered into on__________, and is effective ____________, by and between Arcadia Resources,Inc., a Nevada corporation (the “Company”) and the undersigned, a ____________resident (“Director”). RECITALS WHEREAS, Director has been elected to fill a vacancy on the Board ofDirectors for a term beginning the effective date designated above and untilDirector’s successor shall have been elected and shall qualify or Director’searlier resignation or removal from office, and has been or may be appointed asa member of one or more Committees of the Board; and WHEREAS, Director has accepted election to the Board and agrees to acceptappointment to such Committees as the Board may designate and the Companydesires that Director exert his or her utmost efforts in such capacities toimprove the business and increase the assets of the Company; and WHEREAS, simultaneously herewith, the Company and Director have executed aStock Option Agreement relative to Director’s annual retainer compensation forservice as a Director and member of such Committees of the Board to which shemay be appointed from time to time. NOW, THEREFORE, in consideration of the foregoing and Director’s serviceto the Company as a Director and Committee Member, the Company agrees tocompensate Director as follows: 1. ANNUAL RETAINER. The Company agrees to compensate Director, andDirector agrees to accept, an annual retainer in the amount of $25,000 forservice as a Director and member of such Committees of the Board to which he maybe appointed. For purposes of this Agreement, the period of the annual retainershall commence on July 1 and end on the following June 30. The $25,000 annualretainer shall be payable by an award of options to purchase shares of theCompany’s common stock having an aggregate value of $25,000, with the number ofshares issuable on exercise of such options determined utilizing acceptablemodeling techniques mutually agreed to by Director and the Company. The detailsof such options are set forth in the Stock Option Agreement executed on evendate hereof. 2. MEETING FEES. Director shall receive and accept the followingadditional compensation for service as a Director and Committee member: a. For each Board of Directors’ meeting attended by Director, either in person or by telephonic conference, Director shall be paid $1,000, which shall be payable in shares of common stock of the Company. b. For each Committee meeting attended by Director, either in person or by telephonic conference, Director shall be paid $500, which shall be payable in shares common stock of the Company.The number of shares issuable shall be determined by dividing $1,000 in the caseof a Board of Directors meeting, and $500 in the case of a Committee meeting, bythe per share price of the Company’s common stock quoted at the close ofbusiness on the date of such meeting or the last business day preceding suchmeeting if held on a weekend or a legal holiday. In the event any fractionalshare shall result, any fractional share shall be rounded to the nearest wholenumber of shares. 3. EXPENSES. Director shall additionally be reimbursed for all reasonableexpenses incurred by her in connection with her positions as Director and AuditCommittee Member. 4. BINDING EFFECT. Except as herein otherwise expressly provided, thisAgreement shall be binding and inure to the benefit of the parties hereto, theirsuccessors, legal representatives and assigns. 5. WITHHOLDING. Director agrees to cooperate with the Company to take allsteps necessary or appropriate for the withholding of taxes by the Companyrequired under law or regulation in connection herewith. 6. MISCELLANEOUS. This Agreement shall be construed under the laws of theState of Michigan, without application to the principles of conflicts of laws.This Agreement constitutes the entire agreement between the parties with respectto its subject matter. There are no prior or contemporaneous written or oralagreements, understandings, or representations, directly or indirectly relatedto this Agreement that are not set forth herein. The terms and provisions ofthis Agreement may be altered or amended in any of their provisions only by thesigned written agreement of the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe day and year first above written. ARCADIA RESOURCES, INC., A NEVADA CORPORATION By: ________________________________________ Its: ________________________________________ ________________________________________ Director 2