AGREEMENT
Exhibit 10.30
This AGREEMENT (the “Agreement”) is entered into by and between Graymark Healthcare, Inc. (the
“Company”) and Xxxxxx Xxxxxx, Xx. (“Executive”) and dated as of March 25, 2010. Capitalized term
used but not defined herein shall have the meanings set forth in the Existing Agreement.
WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated
as of December 5, 2008 (the “Existing Agreement”);
WHEREAS, the Company granted Executive a restricted stock award on December 5, 2008 covering
100,000 shares of common stock (the “2008 Grant”);
WHEREAS, the Company granted Executive a restricted stock award on January 8, 2009 covering
300,000 share of common stock (the “2009 Grant”);
WHEREAS, the Executive announced, and the Board accepted his resignation as President of the
Company as of June 30, 2010;
WHEREAS, the Company and the Executive wish to provide for a resolution of all matters
relating to the resignation of the Executive’s employment with the Company and the other matters
set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual covenants set forth herein and
for other good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged by the parties, the parties, intending to be legally bound, hereby agree as follows:
1. Notice of Termination. The Company acknowledges receiving notice of Executive’s
resignation with a Date of Termination of June 30, 2010. The Executive and the Company hereby
waive compliance with any contrary provisions in the Existing Agreement including Section 6
thereof. The Employment Period shall terminate pursuant to Section 5 of the Existing Agreement.
2. Position and Duties. Section 2 of the Existing Agreement is hereby amended as
follows:
a. The first sentence shall be replaced in its entirety with the following: “Executive will
serve as the President of the Company.”
b. The third sentence shall be replaced in its entirety with the following: Executive will
devote 50% of his working time, attention and energies (other than absences due to illness or
vacation) to the performance of his duties for the Company.”
3. Base Salary. Section 4(a) of the Existing Agreement is hereby amended to provide
for a Base Salary of $125,000 for the period from April 1, 2010 through June 30, 2010.
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4. Compensation upon Termination. The Executive shall be entitled to the compensation
pursuant to Section 7(b) of the Existing Agreement upon termination of employment provided for
herein.
5. Good Reason. The Executive hereby waives any claim of a termination for Good Reason
and waives the 90 day period set forth in Section 5(d) of the Existing Agreement.
6. 2008 Grant. With respect to the 2008 Grant covering 100,000 shares of common stock,
50,000 shares vested on July 23, 2009 and 50,000 shares are scheduled to vest on July 23, 2010.
The Company, by the Board of Directors and pursuant to Section 6(a) thereof, hereby accelerates the
vesting as to 37,500 shares as of March 25, 2010. The Company and the Executive hereby agree that
the remaining 12,500 shares shall be immediately forfeited by the Executive. Section 3 of that
certain Restricted Stock Award Agreement shall be amended by deleting and replacing the table
contained therein with the following:
| “Number of Shares Vested | Vesting Date | |||
50,000 |
July 23, 2009 | |||
37,500 |
March 25, 2010” | |||
7. 2009 Grant. With respect to the 2009 Grant covering 300,000 shares of common stock,
50,000 shares vested on July 23, 2009, and 100,000, 100,000 and 50,000 shares are scheduled to vest
on July 23, 2010, 2011 and 2012, respectively. The Company, by the Board of Directors and pursuant
to Section 6(a) thereof, hereby accelerates the vesting as to 75,000 shares as of March 25, 2010.
The Company and the Executive hereby agree that the remaining 175,000 shares shall be immediately
forfeited by the Executive. Section 3 of that certain Restricted Stock Award Agreement shall be
amended by deleting and replacing the table contained therein with the following:
| “Number of Shares Vested | Vesting Date | |||
50,000 |
July 23, 2009 | |||
75,000 |
March 25, 2010” | |||
8. 2010 Bonus Award. The Executive is entitled to receive a bonus award of up to
$140,000 payable upon the successful completion by the Company of a Significant Transaction. For
purposes of this award, a Significant Transaction shall mean a transaction which the Board of
Directors has determined in its sole discretion to be significant for purposes of this award. A
Significant Transaction may include a financing transaction, whether equity or debt, as well as a
merger and acquisition transaction. A Significant Transaction may be completed by the Company or
any of its subsidiaries. The Board, in its sole discretion, may consider a transaction to have
been completed upon execution of an agreement providing for all material terms of such
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transaction, a definitive and binding agreement regarding the transaction, the closing of the
transaction or at such other time as the Board determines there is substantial completion of the
transaction. the bonus shall be paid, if at all, by December 31, 2010. The Executive does not need
to be employed by the Company in order to receive payment of this award.
9. Stock Powers. The Executive shall provide the Company with a fully executed stock
power, in the form presented by the Company, covering the shares of common stock (37,500 and
175,000 shares, respectively) which are forfeited by the Executive.
10. Remaining Provisions. Except as has been amended or waived as specifically
provided herein, the provisions of the Existing Agreement and the Restricted Stock Award Agreements
evidencing the 2008 Grant and 2009 Grant shall remain in full force and effect.
11. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original but all of which together will constitute one and the same
instrument.
[signatures follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first
above written.
| GRAYMARK HEALTHCARE, INC. |
||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx | ||||
| Chief Executive Officer | ||||
| /s/ Xxxxxx Xxxxxx, Xx. | ||||
| Xxxxxx Xxxxxx, Xx. | ||||
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