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EX-10.18 EMPLOYMENT AGREEMENT

Employment Agreement

EX-10.18 EMPLOYMENT AGREEMENT | Document Parties: COMPBENEFITS CORP | ALAN STEWART | American Prepaid Professional Services, Inc. You are currently viewing:
This Employment Agreement involves

COMPBENEFITS CORP | ALAN STEWART | American Prepaid Professional Services, Inc.

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Title: EX-10.18 EMPLOYMENT AGREEMENT
Governing Law: Georgia     Date: 12/4/2006

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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,


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