EXHIBIT 10.15
GMS DENTAL GROUP, INC.
180 North Riverview Drive, Suite 255
Anaheim Hills, CA 92808
Dear Mr. Davis:
This letter sets forth the basic terms and conditions of your offer of
employment with GMS Dental Group, Inc. ("Company") effective as of September
___, 1996.
1. Base Compensation. During the term of your employment, the Company
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will pay you as compensation for your services a base salary at the annual rate
of $160,000 or at such higher rate as the Company may determine from time to
time ("Base Salary"). Your Base Salary will be payable in accordance with the
Company's standard payroll procedures.
2. Duties. You shall perform such executive duties as may be delegated
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to you by the Board of Directors (the "Board") or the Chief Executive Officer of
the Company. You shall be employed on a full-time basis and shall devote all of
your working time, attention and energies to the Company during the term of your
employment. Notwithstanding the preceding, you will not be precluded from
engaging in appropriate professional, educational, civic, charitable or
religious activities or from devoting a reasonable amount of time to private
investments that do not interfere or conflict with your responsibilities to the
Company. You shall principally perform your duties hereunder at the principal
executive offices of the Company in Anaheim Hills, California or such other
location within the county of Orange, California as may be designated in a
notice by the Company to you.
3. Term of Employment. Your employment with the Company is "at-will." In
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other words, either you or the Company can terminate your employment at any time
for any reason, with or without cause.
4. Employee Benefits. During the term of your employment you will be
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eligible for the employee benefit plans and executive compensation programs
maintained from time to time for other senior executive employees of the Company
to the extent that senior executive employees are eligible to participate in
such programs and if you qualify for participation in any such program. These
benefits may change from time to time.
5. Incentive Bonus. Prior to each fiscal year-end of the Company during
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the term of your employment with the Company, the Board shall consult with you
to develop annual financial performance objectives for the Company for the next
subsequent fiscal year of the Company. Commencing with the Company's 1997
fiscal year and for each fiscal year of the Company thereafter during your
employment with the Company, the Company shall pay you, in addition to your Base
Salary, an annual bonus (the "Bonus") determined as provided below. The Bonus
shall be paid within sixty (60) days after the end of each fiscal year during
the term of your employment with the Company.
1.
Bonus Performance Goal
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40% of Base Salary Company exceeds financial performance
objectives by 10%
30% of Base Salary; with a linear Company achieves 100% of financial
reduction to 0% as the percentage performance objectives
of financial performance objectives
achieved decreases from 100% to 75%
0% of Base Salary Company achieves less than 75% of
financial performances objectives
6. Business Expenses. During the term of your employment, the Company
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shall reimburse you for necessary and reasonable travel, entertainment and other
business expenses appropriately incurred by you in connection with performing
your duties. The Company will reimburse you for such expenses upon presentation
of an itemized account and appropriate supporting documentation, all in
accordance with the Company's generally applicable policies.
7. Proprietary Information Agreement. You will be required to sign and
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abide by the terms of the accompanying proprietary information agreement.
8. Vacation and Holidays. You shall be entitled to fully-paid vacation
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time and holidays consistent with Company policy as may be in place from time to
time.
9. Severance Compensation.
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(a) In the event that your employment with the Company is terminated
by the Company for any reasons other than "cause" (as defined below) and
provided that you comply with the provisions of Section 10 hereof, you shall be
entitled to continue to receive from the Company your Base Salary then in effect
for a period of nine (9) complete months following the effective date of such
termination. For purposes of this letter agreement, "cause" shall mean
termination of your employment due to (i) your continuous inattention to your
duties after at least one (1) written notice of same has been given to you and
you have been given an opportunity to cure the same within thirty (30) days
after such notice, (ii) any breach by you of Section 10 of this letter agreement
or (iii) any act committed by you which constitutes gross recklessness, willful
or gross misconduct, fraud or criminal conduct.
(b) During any period in which you receive severance compensation
pursuant to subsection (a) of this Section 9, you shall further be entitled to
medical, life insurance, disability insurance and any other similar benefits to
the same extent as theretofore provided by the Company to you prior to the
effective date of termination of your employment.
10. Restrictive Covenants and Confidentiality.
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(a) Non-Solicitation. You agree that during the term of your
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employment and for a period of one (1) year following any termination thereof
(for any reason), you shall not (either directly or indirectly) solicit, entice,
encourage or induce any person who at any time within one (1) year prior to your
termination of employment shall have been an employee of the Company or any of
its subsidiaries, or who is a dentist who is employed by or performing
professional services for any dental practice managed by the Company or one of
its subsidiaries, to become employed by or associated with any person, firm or
corporation other than the Company, and you shall not approach any such employee
or
2.
dentist for such purpose or encourage the taking of such actions by any other
person, firm or corporation or assist any such person, firm or corporation in
taking such action.
(b) Non-Compete. You agree that during the term of your employment
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and during any period in which you are receiving severance compensation pursuant
to Section 9 hereof, you shall not, directly or indirectly, within a 50 mile
radius of any location where the Company or any of its subsidiaries owns,
manages, develops, or operates any dental practice or its assets during your
employment, engage or participate or make any financial investments in, or
become employed by, or act as an agent or principal of, or render advisory or
other services to or for, any person, firm or corporation that is engaged,
directly or indirectly, in any line of business then engaged in, or planned to
be engaged in, by the Company (a "Competing Enterprise"). Nothing herein
contained, however, shall restrict you from holding investments is not more
than three percent (3%) of the voting securities of any Competing Enterprise
whose stock is listed on a national securities exchange or is actively traded on
the National Association of Securities Dealers Automated Quotation System, so
long as in connection with such investments you do not render services to a
Competing Enterprise.
11. Survival. The provisions of this letter agreement shall survive the
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termination of your employment with the Company, irrespective of the reason
therefor.
12. Remedies. You acknowledge that the services to be rendered by you are
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of a special, unique and extraordinary character and, in connection with such
services, you will have access to confidential information vital to the
Company's and its subsidiaries' businesses. By reason of this access, you
consent and agree that if you violate any of the provisions of this letter
agreement, the Company and its subsidiaries shall be entitled, without the need
to show actual damages, to an injunction and a temporary restraining order from
any court of competent jurisdiction restraining you from committing or
continuing any such violation of this letter agreement. You acknowledge that
damages at law would not be an adequate remedy for violation of this letter
agreement, and you therefore agree that the provisions of this letter agreement
may be specifically enforced against you in any court of competent jurisdiction.
The rights, powers and remedies of the Company under this letter agreement are
cumulative and not exclusive of any other right, power or remedy which the
Company may have under any other agreement or by law.
13. Miscellaneous.
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(a) Successors and Assigns. This letter agreement shall be binding on
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and inure to the benefit of the parties hereto and their heirs, executors, legal
representatives, successors and assigns. Neither party shall have the right to
assign its obligations, or all or any portion of their rights or interests under
this letter agreement without the prior written consent of the other party
hereto, and any attempt to do so will be null and void.
(b) Governing Law. This letter agreement is made and entered into and
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is to be governed by the laws of the internal laws of the State of California
applicable to agreements made and to be performed entirely within such State,
without regard to the conflicts of law principles of such State.
(c) Waiver. The failure of either party at any time to require
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performance by the other party of any provision hereof shall not affect in any
way the full right to require such performance at any time thereafter, nor shall
a waiver by either party of a breach of any provision hereof be taken or held to
be a continuing waiver of such provision, or waiver of any other breach under
any other provision of this letter agreement.
3.
(d) Entire Agreement. This letter agreement, together with the
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agreements attached hereto and thereto, and any documents executed in connection
herewith or therewith, set forth the entire agreement and understanding between
the parties hereto with respect to the subject matter hereof and supersede all
prior contracts, agreements, arrangements, communications, discussions,
representations and warranties, whether oral or written, between the parties
with respect to such subject matter. This letter agreement may be amended only
by a written instrument signed by both parties hereto making specific reference
to this letter agreement and expressing the plan or intention to modify it.
(e) Severability. If any provision of this letter agreement shall be
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adjudicted to be invalid, ineffective or unenforceable, the remaining provisions
of this letter agreement shall not be affected thereby. The invalid, ineffective
and unenforceable provision shall, without further action by the parties, be
automatically amended to effect the original purpose and intent of the invalid,
ineffective or unenforceable provision; provided, however, that such amendment
shall apply only with respect to the operation of such provision in the
particular jurisdiction with respect to which such adjudication is made.
In order to acknowledge your acceptance of these terms, please sign one
copy of this letter and return it to me.
Very truly yours,
GMS DENTAL GROUP
By: /s/ Grant M. Sadler
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Title: PRESIDENT
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I acknowledge the foregoing accurately sets forth the terms of my employment.
/s/ Kenneth Davis
- ----------------------- October__________, 1996
Ken Davis
4.