EXHIBIT 10.32
GMS DENTAL GROUP, INC.
1996 PERFORMANCE STOCK OPTION PLAN
NOTICE OF GRANT OF STOCK OPTION
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Notice is hereby given of the following option grant (the "Option") to
purchase Shares of Stock of GMS Dental Group, Inc., a Delaware corporation (the
"Company"):
Optionee: Norman Huffaker
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Grant Date: December 4, 1996
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Vesting Commencement Date: See Vesting Schedule
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Exercise Price: $.20 per share
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Number of Option Shares: 50,000 shares
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Expiration Date: December 3, 2006
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Type of Option: X Incentive Stock Option
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Non-Statutory Stock Option
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Date Exercisable: See Vesting Schedule
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Vesting Schedule: The Option Shares shall be unvested and subject to the
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vesting upon the achievement by the Company of the financial performance
objectives over a two year period as set forth in Schedule 1 to Exhibit A
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hereto. This Option may not be exercised to purchase any Option Shares until
such Option Shares vest. This Option shall immediately lapse with respect to
any Option Shares that do not vest because the applicable performance objectives
set forth in Schedule 1 to Exhibit A are not met. In no event shall any
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additional Option Shares vest after Optionee's cessation of Service.
Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the GMS Dental Group, Inc. 1996 Performance
Stock Option Plan (the "Plan"). Optionee further agrees to be bound by the
terms of the Plan and the terms of the Option as set forth in the Stock Option
Agreement attached hereto as Exhibit A. Optionee hereby acknowledges receipt of
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a copy of the Plan in the form attached hereto as Exhibit B.
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No Employment or Service Contract. Nothing in this Notice or in the
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attached Stock Option Agreement or Plan shall confer upon Optionee any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Company (or any Subsidiary
employing or retaining Optionee) or of Optionee, which rights are hereby
expressly reserved by each, to terminate Optionee's Service at any time for any
reason, with or without cause. All rights to terminate Optionee's Service shall
be as set forth in that certain offer of employment letter between the Company
and Optionee, dated November 7, 1996, as may be amended or superseded.
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Definitions. All capitalized terms in this Notice shall have the
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meaning assigned to them in this Notice or in the attached Stock Option
Agreement.
Dated: December 4, 1996
GMS DENTAL GROUP, INC.
By: /s/ Michael T. Fiore
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Michael T. Fiore
Its: President and Chief Executive Officer
NORMAN HUFFAKER, OPTIONEE
By: /s/ Norman Huffaker
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Norman Huffaker
Address:
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ATTACHMENTS
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Exhibit A - Stock Option Agreement
Exhibit B - 1996 Performance Stock Option Plan
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