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EX-10.17 EMPLOYMENT AGREEMENT

Employment Agreement

EX-10.17 EMPLOYMENT AGREEMENT | Document Parties: COMPBENEFITS CORP | BRUCE A. MITCHELL You are currently viewing:
This Employment Agreement involves

COMPBENEFITS CORP | BRUCE A. MITCHELL

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Title: EX-10.17 EMPLOYMENT AGREEMENT
Date: 12/4/2006

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                                                                   Exhibit 10.17

                              EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of the 17th day of June, 1999, by and between COMPDENT CORPORATION, a
Delaware corporation (the "Company") and Bruce A. Mitchell (the "Employee").

                     I. STATEMENT OF BACKGROUND INFORMATION

          The Employee has been an officer and a key employee of the Company and
the parties desire to ensure that the Employee's expertise, knowledge and
experience will continue to be available to the Company in providing
full-service dental benefits and offering network-based dental care, reduced
fee-for-service, third party administration and dental practice management (the
"Business").

                           II. STATEMENT OF AGREEMENT

          In consideration of the mutual covenants, promises and conditions set
forth in this Agreement, and for other good and valuable consideration, the
parties hereto hereby agree as follows:

          1. EMPLOYMENT. The Company hereby employs the Employee in the position
of Executive Vice President and General Counsel of the Company, and the Employee
hereby accepts such employment upon the terms and conditions set forth in this
Agreement. For purposes of this Agreement, "employment" shall mean any period of
time during the term hereof which the Company is paying the Employee salary or
wages. By execution of this Agreement, the parties hereby: (a) terminate, as of
the date hereof, that certain Employment Agreement between the Company and the
Employee dated July 6, 1998 (the "Prior Employment Agreement") and (b)
acknowledge and agree that no provisions of the Prior Employment Agreement shall
survive the execution and delivery of this Agreement.

          2. DUTIES OF THE EMPLOYEE. The Employee agrees to perform and
discharge the duties which may be assigned to the Employee from time to time by
the Company's Board of Directors or its designees and consistent with the
Employee's general area of experience, knowledge and skill. The Employee also
agrees to materially comply with all of the Company's material policies,
standards and regulations and to follow the reasonable instructions and
directives of the Employee's superiors within the Company, as promulgated by the
Board of Directors of the Company. The Employee will devote his full
professional and business related time, skills and commercially reasonable
efforts to the Business and the Employee will not, during the term of this
Agreement, be engaged (whether or not during normal business hours) in any other
business or professional activity (excluding reasonable and appropriate
charitable activities), whether or not such activity is pursued for gain, profit
or other pecuniary advantage without the prior written consent of the Board of
Directors of the Company, which consent will not be unreasonably withheld.


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          3. COMPENSATION AND BENEFITS.

          (a) Annual Salary. For all services rendered by the Employee under
this Agreement, the Company will pay the Employee a base salary of at least two
hundred thousand dollars ($200,000) per annum in equal monthly installments, or
a greater amount as determined by the Compensation Committee of the Board of
Directors of the Company (the "Base Salary").

          (b) Annual Bonus Payment. Upon completion of each fiscal year and as
determined by the Compensation Committee of the Board of Directors of the
Company, the Employee shall be eligible to receive a bonus ("Annual Bonus") in
accordance with any bonus plan then in effect for executives of the Company of
equivalent position and title, provided the Employee is employed by the Company
at the end of such fiscal year.

          (c) Other Benefits. The Employee will be entitled to such fringe
benefits as may be provided from time-to-time by the Company to its employees,
including, but not limited to, group health insurance, disability, dental,
retirement and any other fringe benefits now or hereafter provided by the
Company to its employees, if and when the Employee meets the eligibility
requirements for any such benefit. The Company reserves the right to change or
discontinue any employee benefit plans or program now being offered to its
employees; provided, however, that all benefits provided for executive officers
of the Company will be provided to the Employee on an equal basis and the
aggregate of such benefits shall not be less than those currently in effect or
otherwise be materially less favorable to the Employee.

          (d) Business Expenses. The Employee will be reimbursed for all
reasonable expenses incurred in the discharge of the Employee's duties under
this Agreement pursuant to the Company's standard reimbursement policies.

          (e) Vacation. The Employee shall receive paid vacation annually in
accordance with the Company's practices for executive officers of the Company.

          (f) Withholding. The Company will deduct and withhold from the
payments made to the Employee under this Agreement, state and federal income
taxes, FICA and other amounts normally withheld from compensation due employees.

          (g) Car Allowance. The Employee shall receive a car allowance of $800
per month during the term of this Agreement. The Employee otherwise shall bear
all expenses and liabilities with respect to such car.

          (h) Special Services. The Company shall pay to Employee on the date
hereof a one time payment for special services rendered in connection with the
Company's merger in the amount of $81,250 less withholdings under Section 3(f).

          4. TERM AND TERMINATION. The Employee's employment with the Company
will be for a period commencing on the date hereof and expiring on the first to
occur of (i)


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termination by the Company (with or without Cause) and (ii) the Employee's
resignation (with or without Good Reason).

          (a) Definition of Cause. For purposes of this Agreement, "Cause" shall
mean the occurrence of any of the following:

               (i) the Employee (A) materially breaches any of the terms or
     conditions set forth in Sections 5, 6, or 7 of this Agreement or (B)
     materially breaches any of the other terms and conditions set forth in this
     Agreement including, without limitation, the failure to use commercially
     reasonable efforts in the performance of duties assigned to the Employee on
     a full time basis, and, in the case of either clause (A) or clause (B),
     fails to cure such breach within twenty (20) days after the Employee's
     receipt from the Company of written notice of such breach, which notice
     shall describe in reasonable detail the basis for the Company's belief that
     the Employee is in breach hereof;

               (ii) the Employee commits any act in bad faith materially
     detrimental to the business or reputation of the Company;

               (iii) the Employee is convicted of (or admits in writing to the
     commission of) any crime involving fraud, deceit or moral turpitude or the
     Employee intentionally engages in dishonest or illegal activities that have
     a material adverse effect upon the business or reputation of the Company;
     or

               (iv) the Employee dies or becomes mentally or physically
     incapacitated or disabled so as to be unable to perform the Employee's
     duties under this Agreement. For purposes of this Agreement, the Employee
     shall be deemed to be mentally or physically incapacitated or disabled so
     as to be unable to perform his duties if and to the extent he becomes
     permanently disabled under the Company's long-term disability policy then
     in effect.

          (b) Definition of Good Reason. For purposes of this Agreement, "Good
Reason" shall mean the occurrence of any of the following:

               (i) the Company materially breaches any of the terms or
     conditions set forth in this Agreement and fails to cure its breach within
     twenty (20) days after its receipt from the Employee of written notice of
     such breach, which notice describes in reasonable detail the Employee's
     belief that the Company is in breach hereof;

               (ii) the Company materially diminishes the Employee's duties or
     reassigns the Employee to a position not consistent with the Employee's
     general area of knowledge, experience and skills, or assigns substantial
     additional responsibilities to the Employee;

               (iii) the Company reduces the Employee's Base Salary;


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               (iv) the Company relocates the Employee's principal place of
     employment to more than 35 miles from the Employee's then current principal
     place of employment;

               (v) the Company materially increases the Employee's travel
     obligations; or

               (vi) the Company transfers substantially all of its assets to a
     successor entity and such entity fails to assume the Company's obligations
     under this Agreement.

For purposes of this Agreement, "termination of employment" "termination of the
Employee" and "termination of this Agreement" shall have the same meaning unless
otherwise agreed to in writing by the parties hereto.

          (c) Severance Payments. In the event of termination of the Employee by
the Company without Cause or resignation by the Employee with Good Reason:

               (i) if such termination occurs prior to the second anniversary of
     the date of this Agreement, the Employee shall be entitled to receive
     severance payments equal his Base Salary until the second anniversary of
     the date of such termination which amounts will be payable at the same
     times as the Base Salary would have been payable had the Employee not been
     terminated;

               (ii) if such termination occurs on or after the second
     anniversary of the date of this Agreement, the Employee shall be entitled
     to receive severance payments equal to his Base Salary until the first
     anniversary of the date of such termination which amounts will be payable
     at the same times as the Base Salary would have been payable had the
     Employee not been terminated;

               (iii) during the period of time during which the severance
     payments are be


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