Exhibit 10.1 AMENDED AND RESTATED LOAN AGREEMENT BANK OF AMERICA, N.A. $5,000,000 REVOLVING CREDIT FACILITY $20,000,000 ACQUISITION REVOLVING CREDIT FACILITYLoan Agreement • August 15th, 2005 • National Dentex Corp /Ma/ • Services-health services • Massachusetts
EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13G to which this Agreement is attached. Dated: January 31, 2003Joint Filing Agreement • January 31st, 2003 • National Dentex Corp /Ma/ • Services-health services
EXHIBIT 10.10 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of April 1, 1995, is between NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the "Company"), and DAVID L. BROWN (the "Executive"). WHEREAS, the Company desires to continue to retain...Employment Agreement • March 12th, 2004 • National Dentex Corp /Ma/ • Services-health services • Massachusetts
JOINT FILING AGREEMENTJoint Filing Agreement • January 26th, 2005 • National Dentex Corp /Ma/ • Services-health services
EXECUTION COPY LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made as of March 29, 2007, by and between BANK OF AMERICA, N.A., successor by merger to Fleet National Bank, a national banking association organized and...Loan Modification Agreement • April 2nd, 2007 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
THIS AGREEMENT made as of the 1st day of November, 1983, between NATIONAL DENTEX, INC., a Delaware Corporation, d/b/a Oral Arts, with offices in Dubuque, Iowa, (the "Employer"), and Donald E. Merz, residing in Dubuque, Iowa, (the "Employee"), WITNESSETH:Employment Agreement • March 3rd, 2000 • National Dentex Corp /Ma/ • Services-health services • Massachusetts
EXHIBIT 10.9 CHANGE OF CONTROL SEVERANCE AGREEMENT THIS AGREEMENT, dated as of April 1, 1995, is between NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the "Company"), and RICHARD F. BECKER, JR. (the "Executive"). The Executive is a key...Change of Control Severance Agreement • March 12th, 2004 • National Dentex Corp /Ma/ • Services-health services • Massachusetts
andLoan Agreement • July 7th, 2004 • National Dentex Corp /Ma/ • Services-health services • Massachusetts
EXHIBIT 10.8 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of April 1, 1995, is between NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the "Company"), and RICHARD F. BECKER, JR. (the "Executive"). WHEREAS, the Company desires to continue to...Employment Agreement • March 12th, 2004 • National Dentex Corp /Ma/ • Services-health services • Massachusetts
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 2, 2010 AMONG GDC HOLDINGS, INC., ROYAL ACQUISITION CORP. AND NATIONAL DENTEX CORPORATIONAgreement and Plan of Merger • April 5th, 2010 • National Dentex Corp /Ma/ • Services-medical laboratories • Delaware
This Agreement and Plan of Merger, dated as of April 2, 2010 (this “Agreement”), is among GDC Holdings, Inc., a Delaware corporation (“Parent”), Royal Acquisition Corp., a Delaware corporation, an indirect wholly owned subsidiary of Parent and a direct wholly owned subsidiary of GeoDigm Corporation, a Minnesota corporation (“Merger Sub”), and National Dentex Corporation, a Massachusetts corporation (the “Company”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 8.16.
Exhibit 10.4 ------------ FORM OF RESTRICTED STOCK AGREEMENT - NON-EMPLOYEE DIRECTOR ---------------------------------------------------------- NATIONAL DENTEX CORPORATION Amended and Restated 2001 Stock Plan Restricted Stock Agreement Grantee:...Restricted Stock Agreement • May 22nd, 2006 • National Dentex Corp /Ma/ • Services-health services
BY AND AMONGStock Purchase Agreement • October 6th, 2006 • National Dentex Corp /Ma/ • Services-health services • Missouri
AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • August 1st, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
THIS AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT, dated as of (the “Agreement”), is between NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the “Company”), and (the “Employee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
This First Amendment to Employment Agreement (this “Amendment”) is made and entered into as of July 28, 2008 by and between National Dentex Corporation, a Massachusetts corporation (the “Company”), and David L. Brown (the “Executive”).
EXECUTION VERSION SECOND AMENDED AND RESTATED LOAN AGREEMENT BANK OF AMERICA, N.A. $10,000,000 REVOLVING CREDIT FACILITY $15,000,000 ACQUISITION REVOLVING CREDIT FACILITYLoan Agreement • November 8th, 2006 • National Dentex Corp /Ma/ • Services-health services • Massachusetts
Exhibit 10.2 ANNUAL DIRECTOR FEE DEFERRAL AND RESTRICTED STOCK/RSU SUBSCRIPTION AGREEMENT This Annual Director Fee Deferral and Restricted Stock/RSU Subscription Agreement ("Deferral and Subscription Agreement") is entered into by and between National...Rsu Subscription Agreement • May 22nd, 2006 • National Dentex Corp /Ma/ • Services-health services
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 26th, 2006 • National Dentex Corp /Ma/ • Services-health services • Arkansas
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 1, 2005, by and among JOHN W. GREEN IV (“Green”) and RICHARD M. NORDSKOG (“Nordskog,” and with Green, each a “Stockholder,” and together, the “Stockholders”) and NATIONAL DENTEX CORPORATION, a Massachusetts corporation (“Buyer”).
NATIONAL DENTEX CORPORATION INCENTIVE STOCK OPTION AGREEMENTNational Dentex Corporation Incentive Stock Option Agreement • May 12th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
INCENTIVE STOCK OPTION AGREEMENT dated as of by and between, NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the “Company”), and , an employee of the Company (“Employee”).
NATIONAL DENTEX CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNational Dentex Corporation Non-Qualified Stock Option Agreement • April 23rd, 2009 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
NON-QUALIFIED STOCK OPTION AGREEMENT dated as of by and between, NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the “Company”), and , an employee of the Company (“Employee”).
EXHIBIT 10 2001 AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 8th, 2002 • National Dentex Corp /Ma/ • Services-health services • Massachusetts
1 Exhibit 10A NATIONAL DENTEX CORPORATION 526 BOSTON POST ROAD, SUITE 207 WAYLAND, MA 01778 PERSONAL AND CONFIDENTIAL February 16, 2000 Mr. Thomas E. Gildersleeve 12 Hudson Street Natick, Massachusetts 01760 Dear Tom: This letter will confirm certain...National Dentex Corp /Ma/ • March 3rd, 2000 • Services-health services
FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES AND DIRECTORS UNDER THE NATIONAL DENTEX CORPORATION AMENDED AND RESTATED 2001 STOCK PLANRestricted Stock Unit Agreement for Employees • May 22nd, 2006 • National Dentex Corp /Ma/ • Services-health services
AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • December 17th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of the 11 day of December, 2008, by and among NATIONAL DENTEX CORPORATION, a Massachusetts corporation (“Dentex”), its Subsidiaries listed on the signature page(s) hereof (together with Dentex, collectively the “Borrowers”), and BANK OF AMERICA, N.A. (the “Bank”). Capitalized terms used herein without definition shall have the meaning ascribed to them in the Loan Agreement (as defined below).
NATIONAL DENTEX CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNational Dentex Corporation Non-Qualified Stock Option Agreement • May 12th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
NON-QUALIFIED STOCK OPTION AGREEMENT dated as of by and between, NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the “Company”), and , an employee of the Company (“Employee”).
FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES UNDER THE NATIONAL DENTEX CORPORATION AMENDED AND RESTATED 2001 STOCK PLANRestricted Stock Unit Agreement for Employees • May 12th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories
Pursuant to the National Dentex Corporation Amended and Restated 2001 Stock Plan (the “Plan”), National Dentex Corporation (the “Company”) hereby grants to Participant named above, who is an officer, or other employee of the Company or any of its Subsidiaries, an incentive award (the “Incentive Award”) of Restricted Stock Units (“RSUs”) subject to the terms and conditions set forth herein and in the Plan.
AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 16th, 2009 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
This AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of the 13th day of March, 2009, but shall be deemed to be effective as of the 30th day of December, 2008, by and among NATIONAL DENTEX CORPORATION, a Massachusetts corporation (“Dentex”), its Subsidiaries listed on the signature page(s) hereof (together with Dentex, collectively the “Borrowers”), and BANK OF AMERICA, N.A. (the “Bank”). Capitalized terms used herein without definition shall have the meaning ascribed to them in the Loan Agreement (as defined below).
CONSENT AND AMENDMENT No. 3 TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • September 8th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
This CONSENT AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of the 2d day of September, 2008, by and among NATIONAL DENTEX CORPORATION, a Massachusetts corporation (“Dentex”), its Subsidiaries listed on the signature page(s) hereto (together with Dentex, collectively the “Borrowers”), and BANK OF AMERICA, N.A. (the “Bank”). Capitalized terms used herein without definition shall have the meaning ascribed to them in the Loan Agreement (as defined below).
FORM OF RESTRICTED STOCK AGREEMENT — EMPLOYEE NATIONAL DENTEX CORPORATION Amended and Restated 2001 Stock Plan Restricted Stock AgreementRestricted Stock Agreement • May 12th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories
AGREEMENT dated as of the date set forth above between National Dentex Corporation, a Massachusetts corporation (the “Company”), and the undersigned (the “Grantee”), pursuant to the Company’s Amended and Restated 2001 Stock Plan (the “Plan”), receipt of a copy of which is hereby acknowledged by the Grantee. Capitalized terms used and not otherwise defined in this Agreement have the meanings given to them in the Plan.
NATIONAL DENTEX CORPORATION INCENTIVE STOCK OPTION AGREEMENTNational Dentex Corporation Incentive Stock Option Agreement • April 23rd, 2009 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
INCENTIVE STOCK OPTION AGREEMENT dated as of _______________ by and between, NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the “Company”), and _____________________, an employee of the Company (“Employee”).
CONFIDENTIAL Retirement Agreement between Donald E. Merz and National Dentex CorporationRetirement Agreement • January 8th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories
Mr. Merz will consult for National Dentex Corporation for a one year period by providing consulting services to the CEO and/or the Board of Directors of National Dentex and will be compensated at a rate of $100,000, $50,000 of which will be paid on January 15, 2008 and $50,000 to be paid on July 15, 2008.
AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • October 30th, 2007 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
AMENDMENT No. 2 TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 12th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
This AMENDMENT No. 2 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of the 9th day of May, 2008, by and among NATIONAL DENTEX CORPORATION, a Massachusetts corporation (“Dentex”), its Subsidiaries listed on the signature page(s) hereto (together with Dentex, collectively the “Borrowers”), and BANK OF AMERICA, N.A. (the “Bank”). Capitalized terms used herein without definition shall have the meaning ascribed to them in the Loan Agreement (as defined below).
