General Counsel Employment Agreement

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of November 17, 2004 by I-TRAX, INC., a Delaware corporation with its principal business offices located at One Logan Square, Suite 2615, 130 N. 18th Street, Philadelphia, Pennsylvania 19103 (the "Company"), and YURI ROZENFELD, an individual residing at 125 W. Redman Avenue, Haddonfield, NJ 08033 ("Executive").


The Company desires to employ Executive, and Executive desires to be employed by the Company on the terms set forth in this Agreement.


In consideration of the mutual covenants and premises contained in this Agreement, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Company and Executive, the Company and Executive agree as follows:


1. Term of Employment. Upon the terms set forth in this Agreement, the Company employs Executive and Executive accepts employment with the Company for the period of three years (such period, the "Original Term"), unless sooner terminated in accordance with the provisions of Section 4 below. Upon the expiration of the Original Term, the term of the Executive's employment will automatically extend for an additional period of two years (such period, the "Additional Term") unless the Additional Term is sooner terminated in accordance with the provisions of Section 4 below or unless on or before six months prior to the end of the Original Term, Executive or the Company notifies the other in writing that the Executive's employment under this Agreement will not be extended beyond the Original Term.


2. Title and Capacity. Executive will serve as Vice President, General Counsel and Secretary of the Company and its Affiliates (as defined below), and will perform the duties commensurate with such positions and such other duties as the Company's Chief Executive Officer or the Board of Directors (the "Board") may assign to the Executive. Executive will devote attention and energies on a full-time basis to the above duties, and Executive will not, during the term of this Agreement, actively engage in any other for profit business activity.


3. Compensation and Benefits.


3.1 Salary. During the Original Term and Additional Term, the Company will pay Executive an annual base salary of $150,000 and such discretionary bonuses, if any, as the Compensation Committee of the Board (the "Compensation Committee") in its sole discretion may determine. Executive will be eligible for annual increases in base salary commensurate with other senior executive officers of the Company.


3.2 Payment in Installments. The Company will pay Executive's annual base salary in periodic installments in accordance with the Company's general payroll practices, after withholding for all Federal, state and local taxes and other required deductions. The Company may pay any discretionary bonus at such time as the Compensation Committee determines in its sole discretion.


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3.3 Stock Options. On August 10, 2004, the Company granted Executive options to acquire 60,000 shares of the Company's common stock at an exercise price of $2.68 per share under the Company's 2001 Equity Compensation Plan (the "Plan Options"). The Plan Options are exercisable as follows: 20,000 shares on August 10, 2005; and the balance in eight equal, quarterly installments beginning on November 10, 2005. The Plan Options will accelerate and be vested and exercisable in full in accordance with the terms of the stock option agreement between the Company and Executive (a) if the Company terminates Executive's employment under Section 4.3 for any reason other than for cause, (b) if Executive terminates Executive's employment under Section 4.5(b) for good reason, or (c) in the event of a "Change in Control," as such term is defined in the 2001 Equity Compensation Plan. Except as provided in this Section 3.3, the Plan Options are in all respects subject to the terms of the stock option Agreement between the Company and the Executive covering the Plan Options.


3.4 Benefits. Provided Executive meets and continues to meet the full-time and any and all other eligibility requirements set forth in the Company's Employee Manual and benefits plans sponsored by the Company, the Company will make available to Executive the standard full-time employee benefits and benefit plans, subject to employee cost sharing provisions and other provisions of such benefits and benefit plans. Notwithstanding the preceding, the Company may change, modify, amend, eliminate, or terminate any benefit or benefit plan or change the employee cost sharing provisions of any such benefit or benefit plan, and if the Company does so, thereafter Executive will be entitled only to then available standard full-time employee benefits and benefit plans.


3.5 Paid Time Off. Executive is entitled to 20 paid time off days per year to be accrued in accordance with the Company's policy, as amended from time to time, and taken at such times as may be approved by the Chief Executive Officer of the Company.


3.6 Expenses. The Company will reimburse Executive for all reasonable travel, entertainment and other expenses incurred or paid by Executive in connection with, or related to, the performance of his duties under this Agreement in accordance with the Travel and Expense Policy published by the Company's Finance Department, as amended from time to time.


4. Employment Termination. The employment of Executive by the Company under this Agreement will terminate upon the occurrence of any of the following:


4.1 Expiration of Term. At the election of Executive or the Company upon the expiration of the Original Term if Executive or the Company notified the other pursuant to Section 1 above that Executive's employment under this Agreement will not be extended for the Additional Term.


4.2 Cause. At the election of the Company, for "cause" as defined below, immediately upon written notice by the Company to Executive. "Cause" for termination is deemed to exist by reason of (a) any action by Executive resulting in the conviction of Executive of, or the entry of a plea of guilty or nolo contendere by Executive to, any crime involving moral turpitude, any felony, or any misdemeanor involving misconduct or fraud in business activities,


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(b) any breach of a fiduciary duty involving personal profit, (c) Executive's willful failure to perform his duties under this Agreement, (d) Executive's willful misconduct, recklessness or gross negligence in the performance of his duties under this Agreement, (e) any action by Executive that violates Section 6 below, or (f) repeated refusals by Executive to comply with the reasonable directives of the Board; provided, however, that the Company may terminate Executive's employment under Sections 4.2(c), (e) or (f) above only after Executive fails (x) to commence and continue to correct or cure each specific instance comprising cause within 10 days of receipt by Executive of written notice of the Chief Executive Officer of the Company or the Board identifying each instance constituting cause or (y) to correct or cure each identified instance within 45 days of receipt of such notice.


4.3 Without Cause. At the election of the Company, at any time, upon 30 days written notice for any reason whatsoever other than for cause.


4.4 Death or Disability. Upon Executive's death or 30 days after Executive's disability. "Disability" means the inability of Executive, due to a physical or mental disability, to perform the duties contemplated under this Agreement for a period of three consecutive months or for a cumulative period of four months within any six consecutive months. A physician satisfactory to Executive and the Company will determine if Executive is disabled. If Executive and the Company cannot agree on a physician within 30 days of either party's written notice to the other, Executive and the Company will each select a physician, who will together select a third physician. The determination of the physician(s) as to disability will be binding on all parties.


4.5 Termination by Executive. At the election of Executive: (a) at any time if his health should become impaired to an extent that makes the continued performance of his duties under this Agreement hazardous to his physical or mental health or his life, as certified by a physician designated by Executive and reasonably acceptable to the Company; (b) for "good reason" upon delivery of written notice of such "good reason" to the Company; or (c) upon 90 days written notice of termination, which termination will be deemed a breach by Executive of his obligations under this Agreement. "Good reason" means: (1) the failure by the Company to continue Executive in the position of General Counsel and Secretary (or such other senior executive position as may be offered by the Company and which Executive may in his sole discretion accept); (2) material diminution by the Board or a senior executive officer of the Company of Executive's responsibilities, duties or authority as General Counsel and Secretary of the Company (or such other senior executive position as may be offered by the Company and which Executive may in his sole discretion accept) or assignment to Executive of any duties inconsistent with Executive's position as General Counsel and Secretary (or such other senior executive position as may be offered by the Company and which Executive may in his sole discretion accept); (3) failure by the Company to pay and provide to Executive the compensation provided in Section 3.1 above, which failure is not cured within 30 days after written notice of such failure is delivered by Executive to the Company; (4) requiring Executive to be permanently based anywhere other than within 25 miles of the Company's offices in Chadds Ford, Pennsylvania (excluding reasonable business related travel as reasonably required by the Company's business); or (5) any other material breach of this Agreement by the Company, which breach is not cured within 30 days after written notice of such breach is delivered by


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Executive to the Company.


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