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EX-10.22 EMPLOYMENT AGREEMENT

Employment Agreement

EX-10.22 EMPLOYMENT AGREEMENT | Document Parties: COMPBENEFITS CORP | Mary Kay Gilbert | CompBenefits Dental and Vision Company You are currently viewing:
This Employment Agreement involves

COMPBENEFITS CORP | Mary Kay Gilbert | CompBenefits Dental and Vision Company

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Title: EX-10.22 EMPLOYMENT AGREEMENT
Governing Law: Georgia     Date: 12/4/2006

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                                                                   Exhibit 10.22

                              EMPLOYMENT AGREEMENT

     This Employment Agreement, dated this 26th day of July, 2004, is between
CompBenefits Dental and Vision Company ("CompBenefits") and Mary Kay Gilbert
(the "Executive").

                                   WITNESSETH

     WHEREAS, CompBenefits 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, CompBenefits 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 CompBenefits 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." If CompBenefits continues to
employ Executive beyond the Term of Employment without entering into a written
agreement extending the term of this Agreement, all obligations and rights under
this Agreement shall prospectively lapse as of the expiration date except for
Executive's obligations under Paragraph 8 and Executive shall be an at-will
employee of CompBenefits.

     3. Duties. During the Term of Employment, the Executive (a) shall serve as
an officer of CompBenefits, (b) shall perform such duties and responsibilities
as may be reasonably determined by the Chief Executive Officer or other designee
of CompBenefits consistent with the Executive's position as an officer of
CompBenefits, 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 CompBenefits, 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 her best efforts in, and shall devote her full working
time, attention, skill and energies to, the advancement of the interests of
CompBenefits Dental and Vision Company, CompBenefits Corporation (parent company
of CompBenefits), and their subsidiaries and Affiliates and the performance of
her duties and responsibilities hereunder.

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     4. Compensation.

           (a) During the Term of Employment, CompBenefits shall pay the
Executive a salary ("Base Salary") at an annual rate as shall be determined from
time to time by the Chief Executive Officer of CompBenefits, provided, however,
that such rate per annum shall not be less than $185,000. Such salary shall be
subject to withholding under applicable law and shall be payable in periodic
installments in accordance with CompBenefits' usual practice for its executives,
as in effect from time to time.

          (b) Executive shall be paid a signing bonus of $25,000, which will be
provided to Executive in her paycheck on July 30, 2004. Should Executive resign
her position or be terminated for cause, this bonus is recoverable in full
within the first six (6) months of employment. Should Executive resign her
position or be terminated for cause after six (6) months but before one (1) year
of employment, 50% of said bonus shall be recoverable and Executive shall
reimburse the Company within thirty (30) days after her termination of
employment.

          (c) Subject to the provisions of Section 6, upon completion of each
calendar year and as determined by the Compensation Committee of the Board of
Directors and the Chief Executive Officer of the Company, the Executive shall be
eligible to receive a bonus to the extent payable pursuant to a bonus plan then
in effect from time to time for Executives of CompBenefits of equivalent
position and title ("Annual Bonus") (with a target percentage of Base Salary of
40% for 2004), provided (i) the Executive has not voluntarily terminated her
employment with the Company for other than Good Reason, or (ii) Executive's
employment has not been terminated for Cause by the Company at the time said
Annual Bonus, if any, is paid in the normal course (typically 2nd Quarter of the
following year). Notwithstanding the above and provided that Executive is
employed with the Company on March 1, 2005, it is agreed that Executive is
guaranteed a calendar year 2004 Annual Bonus payment of not less than $37,000
("Guaranteed Bonus"). Said Guaranteed Bonus shall be due and payable in the 2nd
Quarter of 2005.

          All compensation shall be subject to withholding under applicable law.

     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 CompBenefits. Such participation shall be subject to (i) the terms of the
applicable plan documents, (ii) generally applicable policies of CompBenefits,
and (iii) the discretion of the Board of Directors of CompBenefits or
administrative or other committee provided for in or contemplated by such plan.


                                        2

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          (b) CompBenefits shall promptly reimburse the Executive for all
reasonable business expenses incurred by the Executive during the Term of
Employment in accordance with CompBenefits' practices for executives of
CompBenefits, as in effect from time to time.

          (c) During the Term of Employment, the Executive shall receive paid
vacation annually in accordance with CompBenefits' practices for executives of
CompBenefits, 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 CompBenefits 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 CompBenefits as of the date of this Agreement.

     6. Termination of Employment of the Executive. This Agreement and the
Executive's employment with CompBenefits and/or its subsidiaries may be
terminated as follows:

          (a) At any time by the mutual consent of the Executive and
CompBenefits.

          (b) At any time for "cause" by CompBenefits 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 CompBenefits 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 CompBenefits of written notice thereof; or

               (iv) the Executive shall consistently disobey reasonable
instructions from CompBenefits' Chief Executive Officer or his designee
consistent with the terms of this Agreement and Executive's duties, title, and
general area of expertise;


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               (v) the Executive shall fail or be unable to carry out
effectively Executive's duties and obligations to CompBenefits and/or its
subsidiaries, or to participate effectively and actively in the management of
CompBenefits as determined in the reasonable judgment of CompBenefits' Chief
Executive Officer, after written notice and a reasonable opportunity to cure
given the nature of failure as described in the written notice.

     Upon termination for cause as provided in this Section 6 (b), all
obligations of CompBenefits under this Agreement shall thereupon immediately
terminate other than any obligations with respect to earned but unpaid Base
Salary; provided CompBenefits 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 CompBenefits under
this Agreement shall thereupon immediately terminate other than any obligations
with respect to (i) earned but unpaid Base Salary including any earned but
unpaid bonus from the previous calendar 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 CompBenefits,
pro-rated on the basis of number 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 terminatio


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