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Exhibit 10.18
EMPLOYMENT AGREEMENT
Employment Agreement, dated this 22nd day of November, 1999,
between
American Prepaid Professional Services, Inc. ("American Prepaid")
and Alan
Stewart (the "Executive").
WITNESSETH
WHEREAS, American Prepaid desires to employ Executive in the
capacity and
on the terms and conditions hereinafter set forth and Executive is
willing to
serve in such capacity and on such terms and conditions.
NOW,
THEREFORE, in consideration of the mutual promises and
covenants
herein contained, the parties hereto agree as follows:
1.
Employment. Subject to the provisions of Section 6, American
Prepaid
hereby employs the Executive and the Executive accepts such
employment upon the
terms and conditions hereinafter set forth.
2.
Term of Employment. The term of the Executive's employment pursuant
to
this Agreement shall be effective as of the date of this Agreement,
and shall
remain in effect for a period of five (5) years from said date or
until
terminated in accordance with Section 6. The period during which
the Executive
serves as an employee of American Prepaid or any of its subsidiary
operations in
accordance with and subject to the provisions of this Agreement is
referred to
in this Agreement as the "Term of Employment."
3.
Duties. During the Term of Employment, the Executive (a) shall
serve as
an officer of American Prepaid, (b) shall perform such duties
and
responsibilities as may be reasonably determined by the President
of American
Prepaid consistent with the Executive's position as an officer of
American
Prepaid, provided that such duties and responsibilities shall be
within the
general area of the Executive's experience and skills, (c) upon the
request of
the Board of Directors of American Prepaid, shall serve as an
officer of any of
its subsidiaries; and (d) shall render all services incident to the
foregoing.
The Executive agrees to use his best efforts in, and shall devote
his full
working time, attention, skill and energies to, the advancement of
the interests
of American Prepaid, CompDent Corporation (parent company of
American Prepaid),
and their subsidiaries and Affiliates and the performance of his
duties and
responsibilities hereunder.
4.
Compensation.
(a) During the Term of Employment, American Prepaid shall pay
the
Executive a salary (the "Base Salary") at an annual rate as shall
be determined
from time to time by the President of American Prepaid, provided,
however, that
such rate per annum shall not be less than $145,000. Such salary
shall be
subject to withholding under applicable law and shall be
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payable in periodic installments in accordance with American
Prepaid's usual
practice for its executives, as in effect from time to time.
(b) Upon the completion of each calendar year, the Executive shall
be
eligible to receive a bonus ("Bonus") provided he is employed by
American
Prepaid at the end of such calendar year to the extent payable
pursuant to a
bonus plan then in effect from time to time for executives of
American Prepaid
of equivalent position and title, provided, however, during the
first twelve
(12) months of this Agreement ("Initial Term"), Executive is
guaranteed a Bonus
equal to fifteen (15%) percent of Executive's Base Salary paid
during the
Initial Term ("Guaranteed Bonus"). Said Guaranteed Bonus shall be
due and
payable first quarter, 2001.
5.
Benefits.
(a) During the Term of Employment, the Executive shall be entitled
to
participate in any and all bonus plans, medical, pension and dental
insurance
plans and disability income plans as in effect from time to time
for executives
of American Prepaid. Such participation shall be subject to (i) the
terms of the
applicable plan documents, (ii) generally applicable policies of
American
Prepaid, and (iii) the discretion of the Board of Directors of
American Prepaid
or administrative or other committee provided for in or
contemplated by such
plan.
(b) American Prepaid shall promptly reimburse the Executive for
all
reasonable business expenses incurred by the Executive during the
Term of
Employment in accordance with American Prepaid's practices for
executives of
American Prepaid, as in effect from time to time.
(c) During the Term of Employment, the Executive shall receive
paid
vacation annually in accordance with American Prepaid's practices
for executives
of American Prepaid, as in effect from time to time.
(d) Except as contemplated by Sections 5 (b) and 5 (c),
compliance
with provisions of this Section 5 shall in no way create or be
deemed to create
any obligation, express or implied, on the part of American Prepaid
or any of
its subsidiaries or Affiliates with respect to the continuation of
any benefit
or other plan or arrangement maintained as of or prior to the date
hereof or the
creation and maintenance of any particular benefit or other plan or
arrangement
at any time after the date hereof. Notwithstanding the foregoing,
the benefits
provided to the Executive during the Term of Employment will not be
materially
less favorable in the aggregate than the benefits in effect for the
executives
of American Prepaid as of the date of this Agreement.
6.
Termination of Employment of the Executive. This Agreement and
the
Executive's employment with American Prepaid and/or its
subsidiaries may be
terminated as follows:
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(a)
At any time by the mutual consent of the Executive and American
Prepaid.
(b) At any time for "cause" by American Prepaid upon written notice
to
the Executive. For purposes of this agreement, a termination shall
be for
"cause" if:
(i) the Executive shall commit an act of fraud, embezzlement,
misappropriation or breach of fiduciary duty against American
Prepaid or any of
its subsidiaries or affiliates or shall be convicted by a court of
competent
jurisdiction or shall plead guilty or nolo contendere to any felony
or crime
involving moral turpitude;
(ii) the Executive shall commit a material breach of any of the
covenants, terms or provisions of Section 8 hereof;
(iii) the Executive shall commit a material breach of any of
the
covenants, terms or provisions hereof (other than pursuant to
Section 8 hereof)
which breach has not been remedied within thirty (30) days after
delivery to the
Executive by American Prepaid of written notice thereof; or
(iv) the Executive shall consistently disobey reasonable
written
instructions from American Prepaid's President consistent with the
terms of this
Agreement and Executive's duties, title, and general area of
expertise;
(v) the Executive shall fail or be unable to carry out
effectively Executive's duties and obligations to American Prepaid
and/or its
subsidiaries, or to participate effectively and actively in the
management of
American Prepaid as determined in the reasonable judgment of
American Prepaid's
President, after written notice and an opportunity to cure.
Upon
termination for cause as provided in this Section 6 (b), (A)
all
obligations of American Prepaid under this Agreement shall
thereupon immediately
terminate other than any obligations with respect to earned but
unpaid Base
Salary; provided, however, that the Executive shall not be entitled
to receive
any bonus from American Prepaid with respect to the year during
which such
termination occurred, and (B) American Prepaid shall have any and
all rights and
remedies under this Agreement and applicable law.
(c) Upon the earlier death or permanent disability (as defined
below)
of Executive continuing for a period of ninety (90) days. Upon any
such
termination of the Executive's employment, all obligations of
American Prepaid
under this Agreement shall thereupon immediately terminate other
than any
obligations with respect to (i) earned but unpaid salary including
any earned
but unpaid bonus from the previous fiscal year, if applicable,
through the date
of termination, (ii) bonus payments with respect to the calendar
year which such
termination occurred on the basis of and to the extent contemplated
in any bonus
plan then in effect with respect to executive officers of American
Prepaid,
pro-rated on the basis of number
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of days of the Executive's actual employment hereunder during such
calendar year
through such termination, and (iii) in the case of permanent
disability
continuation of health insurance benefits until the first
anniversary of the
date of termination to the extent permitted under Executive's group
health
insurance policy. As used herein,
