SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to the Employment Agreement (the "Amendment") is
executed on the underwritten date to be effective on that date, and is made
by and between Pentegra Dental Group, Inc., a Delaware Corporation (the
"Company"), and Xxxxx X. Xxxx, Xx. (the "Employee").
WITNESSETH
Whereas, the Company and the Employee had entered into an employment
agreement dated July 12, 1997, as previously amended by the First Amendment,
(the "Employment Agreement") to be effective at the initial public offering,
and
Whereas, the Company and the Employee wish to amend the Employment
Agreement as more fully set forth herein;
Therefore, in consideration for the mutual promises and representations
contained in the Employment Agreement and herein and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
undersigned Employee and Company do agree as follows:
The Employment Agreement shall be amended to add the following paragraph to
the end of Section 2 "Duties":
"Notwithstanding the foregoing, the Company and the Employee agree
that the Employee may act as an attorney and provide certain limited
pro xxxx legal services to the Employee's close friends and family,
but only if the Employee's legal services are approved by the
Company's Chief Executive Officer (the "C.E.O.") before the engagement
begins and, the Employee's legal service does not interfere with, or
materially divert, the Employee's full time and best efforts from the
Company. The Employee will be permitted to attend certain continuing
education courses in Texas which are necessary to maintain the
Employee's legal license, and/or certified public accountant license,
provided that the Employee endeavors to obtain an exemption from those
requirements and/or endeavors to enroll in those courses which enhance
the Employee's ability to perform his duties to the Company. The
Employee may serve as a director of any publicly traded company, or
any privately held company which is in the process of attempting to
offer its stock to the public, provided that the Employee's service on
that board of directors does not interfere with or materially divert
the Employee's full time and best efforts from the Company and the
Employee obtains prior consent from the C.E.O.. The Employee may
serve as a member of a limited liability company (the "LLC") which
acts as a corporate sponsor of certain entities which are seeking
their initial public offering, but only if the Employee does not serve
as a "manager" or "officer" of the LLC."
The Employment Agreement shall be amended to add the following paragraph
to Section 6 "Termination":
"(d) Termination by the Company, pursuant to Section 6(b) shall not
be effective unless and until the Company provides written notice of
the conduct it finds objectionable and the Employee fails to cure the
Company's objections within the time specified by the Company in its
written notice."
It is further agreed that the remainder of the Employment Agreement,
together with any prior amendments, shall remain unchanged and in effect.
Executed this 22nd day of April, 1998.
COMPANY EMPLOYEE
Pentegra Dental Group, Inc.
By: /s/ Xxxx X. Xxxxxxx /s/ Xxxxx X. Xxxx, Xx.
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Xxxx X. Xxxxxxx, Xxxxx X. Xxxx, Xx.
President and Chief
Executive Officer
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