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EX-10.24 EMPLOYMENT AGREEMENT

Employment Agreement

EX-10.24 EMPLOYMENT AGREEMENT | Document Parties: COMPBENEFITS CORP | KAREN B. MITCHELL You are currently viewing:
This Employment Agreement involves

COMPBENEFITS CORP | KAREN B. MITCHELL

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Title: EX-10.24 EMPLOYMENT AGREEMENT
Date: 12/4/2006

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                                                                   Exhibit 10.24

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
the 13th day of July, 1998, by and between COMPDENT CORPORATION, a Delaware
corporation (the "Company") and KAREN B. 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 Employee in the position of Vice
     President of Human Resources and Assistant Corporate Counsel of the
     Company and/or such other position(s) as determined by the Board of
     Directors or its designees and consistent with the Employee's general area
     of experience, knowledge and skill, and Employee hereby accepts such
     employment upon the terms and conditions set forth in this Agreement. For
     purposes of Sections 6, 7 and 8 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 Employee dated December 1, 1997 (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 Employee. Employee agrees to perform and discharge the duties
     which may be assigned to 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. 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
      Employee's superiors within the Company, as promulgated by the Board of
     Directors or its designees. Employee will devote her full professional and
     business related time, skills and commercially reasonable efforts

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     to the Business and 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 Chief Executive Officer of the Company, which consent will not be
     unreasonably withheld.

3.    Term. The term of this Agreement will be for a period commencing on the
     date hereof and expiring on the later of the fifth anniversary of such date
     or, if there is a Change in Control (as defined herein) before such fifth
     anniversary date, the date which is 25 months following any Change in
     Control, subject to earlier termination as provided for in Section 4 below.

4.    Termination.

          (a) By the Company. Notwithstanding anything contained in Section 3 to
     the contrary, the Company may terminate this Agreement and all of its
     obligations hereunder immediately if any of the following events (any of
     which shall constitute "cause" for purposes of this Agreement) occur:

          (i) Employee (A) materially breaches any of the terms or conditions
     set forth in Sections 6, 7 or 8 of 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, or (B)
     materially breaches any of the other terms and conditions set forth in this
     Agreement and fails to cure such breach within twenty days after 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
     Employee is in breach hereof;

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

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

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


                                       -2-

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          The Company may also terminate the Employee's employment, upon
     reasonable written notice to the ' Employee, at any time subject to the
     fulfillment of the Company's obligations under this Agreement and such
     termination by the Company for any other reason shall be deemed termination
     "without cause."

          (b) By Employee. The Employee may terminate this Agreement:

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

          (ii) for "good reason" (as herein defined) at any time during the
      two-year period following a Change in Control upon written notice to the
     Company.

     The Employee may also resign and terminate her employment on reasonable
     written notice at any time and such termination by Employee for any other
     reason (other than as provided in Sections 4(b)(i) or (ii)) and in such
     event, the Employee shall receive no severance benefits under this
     Agreement as a result of such termination.

          (c) Certain definitions.

          (i) For purposes of this Agreement, "good reason" shall mean the
     following:

               (A)   any material diminution of the Employee's duties or a
                    reassignment of the Employee to a position not consistent
                    with the Employee's general area of knowledge, experience
                    and skills, or the assignment of substantial additional
                    responsibilities to the Employee;

               (B)   any material diminution of the Employee's compensation or a
                     material diminution of the Employee's bonus, long-term
                    incentives, employee benefits or perquisites as in effect
                    immediately preceding the Change in Control;

               (C)   any relocation of Employee's principal place of employment
                    to more than 35 miles from the principal place of employment
                    immediately preceding the Change in Control;

               (D)   any material increase in Employee's travel obligations;

               (E)   any failure of any successors to the Company to assume this
                    agreement; or


                                      -3-
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          (F)   any breach of this Agreement by the Company not cured within ten
                days after its receipt of notice from Employee of such breach (in
               the event of such a breach and a termination of this Agreement by
               Employee following a Change in Control, such termination shall be
               deemed to have occurred under Section 4(c)(i)(F) and not under
               Section 4(b)(i) of this Agreement).

     (ii) For purposes of this Agreement, "Change in Control" shall mean any of
the following events:

          (A)   the direct or indirect beneficial ownership (within the meaning
               of Section 13(d) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act") and Regulation 13D thereof) of a
               majority of the outstanding common stock of the Company is
               acquired or becomes held by any person or group of persons
               (within the meaning of Section 13(d)(3) of the Exchange Act);

          (B)   a change of stock ownership of the Company of a nature that would
               be required to be reported in response to Item 6(e) of Schedule
               14A promulgated under the Exchange Act, and any successor Item of
               a similar nature;

          (C)   the acquisition of beneficial ownership, directly or indirectly,
               by any person (as such term is used in Sections 13(d) and 14(d)
               of the Exchange Act) of securities of the Company representing 25
               percent or more of the voting power of the then outstanding
               securities of the Company;

          (D)   the stockholders of the Company shall approve (provided, however,
               if the transaction approved by the stockholders is subsequently
               terminated, and the Employee is still employed by the Company at
               the termination of the transaction, then no "Change in Control"
               shall be deemed to have taken place): (1) any consolidation,
               merger, share exchange or other extraordinary transaction related
                to the Company where the stockholders of the Company, immediately
               prior to the consolidation, merger, share exchange or other
               extraordinary transaction, would not immediately after the
               consolidation, merger, share exchange or other extraordinary
               transaction, beneficially own (as such term is defined in Rule
               13d-3 under the Exchange Act), directly or indirectly, shares
               representing in the aggregate 50 percent of the


                                       -4-

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               voting securities of the corporation issuing cash or securities
               in the consolidation, merger, share exchange or other
               extraordinary transaction (or of its ultimate parent corporation,
               if any), (2) any lease, exchange, mortgage or other transfer (in
               one transaction or series of transactions contemplated or
               arranged by any party as a single plan) of all or substantially
               all of the assets of the Company and its subsidiaries (taken as a
               whole), or (3) any plan or proposal for the liquidation or
               dissolution of the Company; or

          (E)   the following individuals cease for any reason to constitute a
               majority of the number of directors then serving: individuals
               who, on the date hereof, constitute the Board of Directors and
               any new director (other than a director whose initial assumption
               of office is in connection with an actual or threatened election
               contest, including but not limited to a consent solicitation,
               relating to the election of directors of the Company) whose
               appointment or election by the Board of Directors or nomination
               for election by the Company's stockholders was approved or
               recommended by a vote of at least two-thirds of the directors
               then still in office who either were directors on the date hereof
               or whose appointment, election or nomination for election was
               previously so approved or recommended.

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

     (d) Severance Payments.

     (i) In the event of termination of the Employee by the Company without
cause or termination of this Agreement by Employee pursuant to Section 4(b)(i)
hereof, the Company shall: (A) pay to Employee an amount equal to one times the
Employee's annual salary in effect at the time of termination (not giving effect
to any salary reduction giving rise to such termination) and (B) either continue
the Employee's health (medical and dental) insurance as provided in Section 5(c)
for one year following the date of such termination to the extent permitted
under applicable law and the Company's group health insurance policies or
reimburse the Employee for her cost for comparable coverage to the extent such
coverage cannot be provided under such policies. Such severance pay shall be
payable in equal monthly installments over the one-year period beginning on the
date of termination of this Agreement and shall be subject to tax withholding to
the extent required under applicable law. Notwithstanding anything herein to the
contrary, the Company shall not be required to continue to


                                        -5-

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provide Employee with health benefits under this paragraph if Employee becomes
entitled to receive benefits substantially similar to those which Employee
otherwise would have been entitled to receive hereunder. This severance pay and
continuation of health benefits contemplated by this paragraph are agreed by the
parties hereto to be in full satisfaction and compromise of any claim arising
out of any t


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