EXHIBIT 10.36
Doc. No. 3
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is entered into as of May 31,
1996 (the "Effective Date"), by and between Castle Dental Centers of Tennessee,
Inc., a Tennessee corporation (the "Company"), and X. Xxxxxx Xxxxxx, D.D.S.
("Employee").
RECITALS:
Prior to the date hereof, Employee was the owner of Mid-South Dental
Center, P.C., which along with the Company and the Employee is a party to that
certain Asset Purchase Agreement dated as of April 29, 1996 (the "Asset Purchase
Agreement"). As a condition to the consummation of the transactions contemplated
by the Asset Purchase Agreement and as an inducement for the Company and
Employee to perform their respective obligations under the Asset Purchase
Agreement, the Company and Employee have entered into this Agreement.
The parties agree as follows:
ARTICLE I
1.1 EMPLOYMENT.
(a) The Company agrees to, and hereby does, employ Employee, on the terms
and conditions set forth herein, to hold such offices, have such titles and
perform such duties as are assigned to him from time to time by the Board of
Directors of the Company.
(b) Employee's initial responsibility shall be to participate in the
development and implementation of the strategic plan of the Company for
specified markets in Tennessee, Kentucky, Alabama and portions of northwest
Georgia. Employee's role in the development of the strategic plan shall include,
but not be limited to, an analysis of markets selected by the Company and the
identification of acquisition candidates. Employee's role in the implementation
of the strategic plan, subject to the supervision of the Company's senior
management, shall include, but not be limited to, participating in the
acquisition of dental practices, development of new offices and responsibility
for the management of dental practices in accordance with a management services
agreement to which the Company and such practices are parties.
(c) The Company may reassign Employee from the duties described above
without breaching this Agreement; provided, however, that Employee shall not be
assigned duties inconsistent with his position as an executive of the Company,
and provided further, that no such reassignment shall justify a decrease in the
Base Salary (as herein defined) payable to Employee.
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(d) The duties Employee is to perform hereunder shall be conducted from
the Company's offices in the Nashville, Tennessee metropolitan area. Employee
acknowledges and agrees, however, that, in connection with his employment
hereunder, he may be required to travel to, and to perform his duties hereunder
on a temporary basis at, another place or places as the Board of Directors of
the Company shall designate or as the interests or business opportunities of the
Company may require from time to time. In the event that the duties to be
performed by Employee hereunder are required to be performed on a permanent
basis from a place or places other than the Nashville, Tennessee offices of the
Company, the Company shall be deemed to be in breach of this Agreement and
Employee may elect to terminate this Agreement.
(e) Employee shall devote his business time, efforts and abilities to the
business of the Company in a manner consistent with prior periods. Employee
shall use his reasonable best efforts to promote the interests of the Company.
ARTICLE II
2.1 SALARY. As compensation for his service during the term of this
Agreement (or until terminated pursuant to the provisions hereof), the Company
shall pay Employee a salary at the rate of $150,000 per annum (the "Base
Salary"), subject to annual review relative to increase, through and until the
Expiration Date, as herein defined, payable in accordance with the regular
payroll practices of the Company as in effect from time to time, and which
currently provide for payment on a bi-weekly basis. Such Base Salary shall be
subject to withholding for the prescribed federal and state income tax, social
security and other items as required by law, and for other items consistent with
the Company's policy with respect to health insurance and other benefit plans
for similarly situated employees.
2.2 DEFERRED COMPENSATION. Following the Expiration Date, for the three
year period commencing on the Expiration Date, Employee will be entitled to an
aggregate compensation for such period equal to three times the amount of the
Incentive Bonus Plan compensation paid or payable to Employee (computed in
accordance with Section 2.3), during the twelve month period immediately
preceding the Expiration Date (the "Deferred Compensation"). The Deferred
Compensation will be prorated over such three year term, will be paid in
accordance with the regular payroll practices of the Company in effect from time
to time, and will be subject to withholding for the prescribed federal and state
income tax, social security and other items as required by law, and for other
items consistent with the Company's policy with respect to health insurance and
other benefit plans for similarly situated employees.
2.3 INCENTIVE BONUS COMPENSATION. The Company hereby establishes the
Castle Dental Centers of Tennessee, Inc. Incentive Bonus Plan (the "Plan") which
provides for the
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Company to set aside for grant to the Employee, Xxxxxx Xxxxxx and Xxxxx Xxxxx an
aggregate of ten percent (10%) of the pretax income of the Company in excess of
$618,000 per year. Pre-tax income of the Company shall be computed in accordance
with generally accepted accounting principles, but shall exclude the periodic
change in unbilled patient receivables resulting from the recognition of
orthodontic revenues on the proportional performance method of accounting for
service contracts, and shall be attributable to the operations of the Company in
Kentucky, Alabama, Tennessee and portions of northwest Georgia, as set forth in
Schedule 2.3 hereto, computed without general overhead allocation or charge with
respect to the general and administrative expenses of Castle Dental Center,
Inc., a Delaware corporation ("Castle"), but taking into account direct costs
incurred by Castle on behalf of the Company, and including a deduction equal to
the cost of capital invested (exclusive of initial acquisition costs) in the
Company by Castle. For the purposes of this Agreement, Castle's cost of capital
shall be deemed to be the prime rate established from time to time by
NationsBank of Texas, N.A. plus two percent, until such time as Castle's
subordinated debt described on Schedule 2.3 hereto is paid in full, and
thereafter shall be the prime rate established from time to time by NationsBank
of Texas, N.A. plus one percent. The Employee is hereby granted the right to
participate in the Plan for each year prior to the Expiration Date. Employee,
Xx. Xxxxxx and Mr. North (each, a "Participant") shall be paid 60%, 20% and 20%,
respectively, under the Plan. In the event a Participant shall cease to be
employed by the Company during the term of this Agreement, the amount payable to
such Participant under the Plan shall thereafter be paid pro rata to the
Participants remaining in the employ of the Company. The annual amount payable
under the Plan shall be determined as soon as practicable each year following
the availability of the Company's financial statements for the preceding year,
and shall be paid in cash or other readily available funds to the Participants
within ten days following such determination.
2.4 STOCK OPTIONS.
2.4.1 As a condition to Employee's obligations hereunder, Employee
and Castle shall enter into a Stock Option Agreement in usual and customary form
providing Employee the option to purchase an aggregate of 50,000 shares of
Common Stock of Castle (the "Options"), pursuant to the Castle Dental Centers,
Inc. Omnibus Stock and Incentive Plan (the "Stock Option Plan"). The Options
will vest according to a five-year vesting schedule, with twenty percent (20%)
of such shares vesting on the first anniversary of the date hereof, and an
additional twenty percent (20%) vesting at the end of each twelve month period
of continuous employment with the Company thereafter, until full vesting of all
the Options is completed.
2.4.2 The exercise price of the Options will be $5.00 per share, and
shall be subject to the anti-dilution and other provisions contained in the
Stock Option Plan.
2.5 BENEFITS. During the terms of this Agreement, Employee also shall be
entitled to receive such benefits as are made available to other personnel of
the Company in comparable
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positions, with comparable service credit and with comparable duties and
responsibilities, which shall include, in the case of Employee, four weeks paid
vacation each year during the term of this Agreement, plus one week paid leave
to the extent such week is devoted to required continuing dental education. Such
benefits, other than paid vacation and leave, shall be subject to the terms of
the applicable plan documents, summary plan descriptions and/or employment
policies and shall be subject to modification, amendment or revocation in
accordance with the terms of such documents, policies and procedures.
2.6 REIMBURSEMENT OF EXPENSES. The Company shall reimburse all reasonable
travel and entertainment expenses incurred by Employee in connection with the
performance of his duties pursuant to this Agreement, consistent with the
Company's policies then in effect. Employee shall provide the Company with
written expense reports of his expenses in accordance with the usual customary
practice of the Company.
ARTICLE III
3.1 TERM. Upon the terms and subject to the conditions of this Agreement,
the Company hereby employs Employee and Employee accepts employment with the
Company for a term commencing on the date hereof and ending on May 30, 2001 (the
"Expiration Date"), subject to the right of either party to terminate this
agreement as provided below.
3.2 DEATH; DISABILITY. This Agreement shall be automatically terminated on
the death of Employee or on the permanent disability of Employee if he is no
longer able, with reasonable accommodation, to perform the essential functions
of his position with the Company. In the event of Employee's disability, this
Agreement shall not terminate unless and until Employee has been unable to
perform the essential functions of his position hereunder for a period of three
(3) consecutive months as a result of the Employee's disability.
3.3 TERMINATION WITHOUT CAUSE. Either the Company or Employee may
terminate this Agreement at any time, without cause, by giving the other thirty
(30) days' written notice of termination.
3.4 TERMINATION WITH CAUSE. In addition to the Company's right to
terminate this Agreement without cause as provided in Section 3.3 hereof, the
Company may terminate this Agreement for "Cause." "Cause" means the termination
by the Company of Employee's employment for any of the following grounds:
(a) the commission of any act of fraud on the part of Employee
resulting or intending to result in personal gain or enrichment at the expense
of the Company;
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(b) misappropriation, embezzlement, theft or willful and material
damage of or to any asset of the Company or the use of the Company funds or
assets for any illegal purpose;
(c) a good faith determination by the Board of Directors of the
Company that Employee has violated this Agreement or committed an act of gross
negligence or willful misconduct (in the case of a breach, following notice
thereof to Employee by the Company and a thirty day period thereafter within
which Employee shall have the opportunity to cure such breach) that has or is
reasonably expected to have a material adverse effect on the business or affairs
of the Company;
(d) the commission of any felony on the part of Employee which, in
the sole discretion of the Board of Directors of the Company, materially and
adversely, directly or indirectly, affects the name or goodwill of the Company;
or
(e) the termination of the Management Services Agreement (the
"Management Agreement") by and between the Company and Castle Mid-South Dental
Center, P.C. ("New PC") during the period that Employee is the majority
shareholder of New PC pursuant to Section 7.2(a)(ii) of the Management
Agreement.
A notice of termination pursuant to this Section 3.4 shall be in writing
and shall state the alleged reason for termination. With respect to a
termination pursuant to Section 3.4 (a)-(d), within not less than five (5) nor
more than twenty (20) days after such notice, Employee shall be given the
opportunity to appear before the Board of Directors of the Company, or a
committee thereof, to rebut or dispute the alleged violation. If the Board of
Directors or committee determines, by vote of a majority of the directors other
than Employee (if Employee is then a director), that one or more grounds exist
for termination of Employee for Cause, the Company may immediately terminate
Employee's employment under this Section 3.4. The Company may elect, during the
pendency of such inquiry, to relieve Employee of his regular duties.
3.5 OTHER TERMINATION.This Agreement shall terminate automatically on the
termination of the Management Agreement pursuant to Section 7.2(d) thereof.
3.6 SEVERANCE PAY. In the event of termination, Employee shall be entitled
to compensation (the "Severance Pay") in accordance with the following:
(a) If Employee's employment is terminated by reason of a
disability, Employee shall be entitled to Severance Pay in an amount equal to
the amount of monthly Base Salary (at his then current Base Salary rate
excluding any increases that would have taken effect beyond the date of
termination and any bonus and noncash benefits) the Employee would have earned
for the three month period subsequent to the effective date of termination,
payable at such time or times as would
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have been paid to Employee had he remained employed by the Company. In addition,
for a three year period commencing on the date of termination, Employee shall be
entitled to a pro rata amount of Deferred Compensation, equal to the product of
(i) the amount of Incentive Bonus Plan compensation payable or paid to Employee
during the twelve months immediately preceding the date of such termination (the
"Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three
times a fraction, the numerator of which is the total number of months in which
Employee shall have been employed under this Agreement, and the denominator of
which is sixty. Such Deferred Compensation shall be prorated and paid over a
three year term as if it were Deferred Compensation under Section 2.2.
(b) If (i) Employee voluntarily terminates his employment (other
than due to a breach of this Agreement by the Company), (ii) the Company
terminates this Agreement for Cause, (iii) if Employee's employment is
terminated by reason of his death, or (iv) this Agreement is terminated pursuant
to Section 3.5 hereof, Employee shall not be entitled to receive any additional
salary, bonus or benefits beyond those earned or accrued as of the effective
date of the termination of his employment; except that, in the case of
Employee's death or termination of this Agreement pursuant to Section 3.5
hereof, for a three year period commencing as of such termination, Employee or
Employee's estate, as the case may be, shall be entitled to a pro rata amount of
Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii)
the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and
paid over a three year term as if it were Deferred Compensation under Section
2.2.
(c) If Employee's employment hereunder is terminated prior to the
Expiration Date of this Agreement, and such termination is either (i) due to a
breach of this Agreement by the Company, or (ii) by the Company and not for
Cause, Employee shall be entitled to Severance Pay in an amount equal to the
amount of Base Salary that the Employee would have earned between the effective
date of termination through the Expiration Date, less applicable payroll
deductions (and any other deductions authorized in writing by the Employee),
payable at such time or times as would have been paid to Employee had he
remained employed by the Company through the Expiration Date; provided, however,
prior to the termination of this Agreement as the result of a breach hereof by
the Company, Employee shall give written notice of such breach and a thirty day
period within which to cure such breach. In addition, for a period of three
years commencing as of such termination, Employee shall be entitled to Deferred
Compensation equal to the product of (i) the Bonus Amount, times (ii) three.
Such Deferred Compensation shall be prorated and paid over a three year term as
if it were Deferred Compensation under Section 2.2. Further, the Options granted
to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.
3.7 EFFECT OF TERMINATION ON AGREEMENT. Any termination of Employee's
employment shall not release either the Company or Employee from their
respective obligations
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under this Agreement that are required to be performed subsequent to the date of
such termination, including but not limited to those obligations set forth under
Articles III, IV, V and VI.
3.8 PAYMENTS TO ESTATE. If Employee should die before all amounts payable
to him pursuant to Section 3.6 have been paid, such unpaid amounts shall be paid
to the personal representative of Employee's estate.
ARTICLE IV
4.1 ADDITIONAL ACTS BY EMPLOYEE. Employee further agrees at the request of
the Company (but without additional compensation from the Company during his
employment by the Company) to execute any and all papers and (at the expense of
the Company) perform all lawful acts that the Company deems necessary to
consummate and make effective the transactions contemplated by the Asset
Purchase Agreement and related documents.
ARTICLE V
5.1 NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Employee
understands and agrees that his employment by the Company creates a relationship
of confidence and trust between himself and the Company with respect to
Confidential Information (as defined below). Employee recognizes that he will
have access to and knowledge of Confidential Information. Employee will not,
during or after the term of his employment by the Company, in whole or in part,
disclose such Confidential Information to any person, firm, corporation,
association, or other entity for any reason or purpose whatsoever, nor shall he
make use of any such Confidential Information for his own purposes or for the
purposes of others; provided, however, that nothing in this Article shall be
construed to prohibit the disclosure of such Confidential Information by the
Employee (i) to another officer, director employee or agent of the Company; (ii)
as is reasonably necessary for the performance of his duties and
responsibilities under this Agreement; or (iii) as otherwise required by law. If
Employee is required by law to disclose "Confidential Information," Employee
shall notify the Company's Board of Directors, in writing, of the nature of such
disclosure and the Confidential Information to be disclosed, as soon as is
possible and/or practical, and permit the Company the opportunity to contest or
limit such disclosure.
5.2 CONFIDENTIAL INFORMATION DEFINED. The term "Confidential Information"
shall mean and include any and all records, computer programs, data, patent
applications, trade secrets, customer lists, customer databases, video programs
and programming, proprietary information, technology, pricing policies,
financial information, methods of doing business, policy and/or procedure
manuals, training and recruiting procedures, accounting procedures, the status
and content of the Company's contracts with its customers, the Company's
business philosophy, and servicing methods and techniques at any time used,
developed, or investigated by the Company, before or during
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Employee's tenure of employment, or other information of any kind expressed or
recorded on any medium arising out of, concerning, or acquired in connection
with the research, development, commercialization and other activities of the
Company; but "Confidential Information" does not include information (i)
generally known or available in the industry, through no fault of Employee; or
(ii) available from a third party without violation of any duty of
confidentiality by Employee or others.
5.3 DELIVERY OF MATERIALS. Employee further agrees to deliver to the
Company at the termination of his employment, or at any other time upon request
by the Company, all correspondence, memoranda, notes, records (including
computer records and data), drawings, sketches, plans, customer lists, and other
documents, which are made, composed, or received by Employee, solely or jointly
with others, during the term of his employment and which are in Employee's
possession, custody, or control at such date and which are related in any manner
to the past, present or anticipated business of the Company.
ARTICLE VI
6.1 NONINTERFERENCE WITH EMPLOYMENT RELATIONSHIPS. During the term of
Employee's employment and during the twenty-four months following the
termination of the Employee's employment, Employee agrees not to solicit or
induce any employee of the Company or Mid-South Dental Centers, P.C. to
terminate his or her employment, accept employment with anyone else, or to
interfere in a similar manner with the business of the Company or Mid-South
Dental Centers, P.C.
6.2 NONSOLICITATION OF CUSTOMERS AND SUPPLIERSDuring the employment of the
Employee pursuant to this Agreement and during the twenty-four months following
the termination of the Employee's employment, Employee agrees not to contact,
communicate with or solicit any customer, supplier, vendor, distributor,
promoter, contractor or prospective customer of the Company or Mid- South Dental
Centers, P.C. for the purpose of engaging in the Same or Similar Business (as
defined below) as the Company within the Restricted Territory (as defined
below).
6.3 NONCOMPETITION. Employee recognizes that in connection with the
performance of the Employee's duties and obligations under this Agreement, the
Company will provide Employee with confidential, proprietary and trade secret
information, which is necessary to Employee's employment with the Company, and
which Employee has agreed to protect and maintain as confidential, proprietary
and trade secret information for the Company's benefit. To protect and maintain
the confidentiality of the information, Employee agrees that, during the
employment of the Employee pursuant to this Agreement, including the period
during which Employee is receiving Deferred Compensation or Severance Pay
hereunder, Employee shall not directly or indirectly engage in, manage, operate,
join, control, or participate in the ownership, management, operation, or
control of, or be employed or engaged or act as a consultant to in any manner
by, any business
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competing in the Same or Similar Business as the Company or Mid-South Dental
Center, P.C. within a ten mile radius around the city limits of any city in the
States of Alabama, Kentucky, Tennessee or Georgia in which the Company is
operating or managing a location providing dental service as of the date of
Employee's employment hereunder (the "Restricted Territory").
6.4 SAME OR SIMILAR BUSINESS DEFINED. For purposes of this Article VI, the
"Same or Similar Business" as the Company or Mid-South Dental Centers, P.C.
shall be defined as any business that is engaged to a significant extent in the
provision of dental care and services, including but not limited to the practice
of general dentistry, orthodontics and all related dental care services, the
management of such services or practices, or the management of or consulting
with dental practice management companies or insurance companies.
6.5 REASONABLENESS OF RESTRICTIONS. Employee has carefully read and
considered the provisions of this Article VI and, having done so, agrees that
the restrictions set forth in such Article contain reasonable limitations as to
time, geographical area, scope of activity to be restrained, and do not impose a
greater restraint than is necessary to protect the goodwill or other legitimate
business interests of the Company. The Employee further understands and agrees
that, if at some later date, a court of competent jurisdiction determines that
the scope, duration or geographic area of any covenant set forth in this Article
is overbroad or unenforceable for any reason, these covenants shall be reformed
by the court and enforced to the maximum extent permissible under Tennessee law.
ARTICLE VII
7.1 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties and their heirs, legal representatives, successors and assigns. The
Company may assign its interest in this Agreement, and all covenants, conditions
and provisions hereunder shall inure to the benefit of and be enforceable by its
assignee or successor in interest. The rights and obligations of Employee under
this Agreement are personal to him, and no such rights, benefits or obligations
shall be assignable, except that his personal representatives and heirs may
enforce the obligations of the Company hereunder.
7.2 WAIVER OF BREACH. The waiver by any party to this Agreement of a
breach or violation of any provisions hereof shall not operate or be construed
to be a waiver of any subsequent breach hereof.
7.3 NOTICES. Any and all notices required or permitted to be given under
this Agreement shall be sufficient if furnished in writing and given in person,
or shall be deemed given five (5) days after sent by certified mail, return
receipt requested, to the address as set forth below on the signature pages of
this Agreement. If any party hereto desires to amend its address hereunder, that
party shall send written notice of the new address to all other parties hereto.
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7.4 GOVERNING LAW. This Agreement shall be interpreted, construed and
governed in accordance with the laws of the State of Tennessee, without regard
to conflict of laws provision. This Agreement is performable in Xxxxxxxxxx
County, Tennessee.
7.5 HEADINGS. The paragraph headings contained in this Agreement are for
convenience only, and shall in no manner be construed to be part of this
Agreement.
7.6 COUNTERPARTS. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same agreement. A fully executed copy of this Agreement
shall be delivered to each party hereto.
7.7 LEGAL CONSTRUCTION. In case anyone or more of the provisions contained
in this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not effect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein. In addition, such invalid, illegal or unenforceable provision
shall be modified to the minimum extent necessary to permit it to be valid,
legal and enforceable. For all purposes hereof "day" shall mean calendar day and
shall include weekends and holidays; provided, however, that if any notice
period terminates on a weekend or holiday, the person who is required to deliver
the notice shall have until the next business day to complete the notice
requirement.
7.8 AMENDMENT. No modification, amendment, addition to, or termination of
this Agreement, nor waiver of any of its provisions, shall be valid or
enforceable unless it is in writing and signed by all of the parties hereto.
7.9 PRIOR AGREEMENTS SUPERSEDED. This Agreement constitutes the sole and
only Agreement of the parties hereto and supersedes any prior understanding or
written or oral agreements, correspondence or communications between the parties
respecting the subject matter hereof.
7.10 ARBITRATION.EXCEPT FOR THE REMEDY PROVIDED UNDER SECTION 7.11 BELOW,
ANY CLAIM OR DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE
EMPLOYMENT OF EMPLOYEE BY THE COMPANY SHALL BE SUBMITTED TO FINAL AND BINDING
ARBITRATION IN NASHVILLE, TENNESSEE PURSUANT TO THE EMPLOYMENT DISPUTE
RESOLUTION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE PARTIES AGREE THAT
ANY PARTY REQUESTING ARBITRATION OF ANY DISPUTE UNDER THIS SECTION MUST GIVE
FORMAL WRITTEN NOTICE OF THE PARTY'S DEMAND FOR ARBITRATION ("ARBITRATION
NOTICE") WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER SUCH DISPUTE FIRST ARISES
AND FAILURE TO TIMELY COMMUNICATE ARBITRATION NOTICE SHALL
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CONSTITUTE A WAIVER OF SUCH DISPUTE. THE PARTIES FURTHER AGREE THAT EACH PARTY
MAY BE REPRESENTED BY COUNSEL IN ANY PROCEEDING UNDER THIS SECTION, AND THAT ALL
EXPENSES AND FEES INCURRED IN CONNECTION WITH ANY PROCEEDING UNDER THIS SECTION
SHALL BE PAID BY THE NON-PREVAILING PARTY (AS DETERMINED BY THE ARBITRATORS).
BOTH PARTIES AGREE THAT NOTHING IN THIS SECTION SHALL BE CONSTRUED TO REQUIRE
THE ARBITRATION OF ANY DISPUTE OR CLAIM (i) ARISING UNDER ARTICLES IV, V OR VI
OF THIS AGREEMENT; (ii) FOR UNEMPLOYMENT COMPENSATION BENEFITS; OR (iii) FOR
WORKERS' COMPENSATION BENEFITS. BY THEIR EXECUTION OF THIS AGREEMENT, EACH PARTY
TO THIS AGREEMENT CONSENTS, ON BEHALF OF HIMSELF OR ITSELF AND THEIR RESPECTIVE
SUCCESSORS, HEIRS AND ASSIGNS, TO SUCH BINDING ARBITRATION IN ACCORDANCE WITH
THE TERMS OF THIS SECTION.
7.11 REMEDIES. Employee agrees that the remedy at law for any breach of
any provision of Articles IV, V and VI will be inadequate and that the Company
will be entitled to injunctive and equitable relief for any such breach, in
addition to all other remedies permitted by law.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement in Nashville, Tennessee as of the date first set forth above.
THE COMPANY:
CASTLE DENTAL CENTERS OF TENNESSEE,
INC.
By: _______________________________
Name: ____________________________
Title: ___________________________
Address: _________________________
___________________________________
___________________________________
ATTENTION: _______________________
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EMPLOYEE:
___________________________________
X. Xxxxxx Xxxxxx, D.D.S.
Address: __________________________
___________________________________
___________________________________
___________________________________
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