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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.
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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 terminat
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