Exhibit 10.25
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement is made this 12th day of May,
2003, by and between CompDent Corporation, n/k/a CompBenefits Corporation, a
Delaware corporation (the "Company") and Xxxxx X. Xxxxxxxx (the "Employee").
WHEREAS, the above parties entered into an Employment Agreement dated as of
the 13th day of July, 1998, a copy of which is attached hereto in its entirety
and is incorporated herein by this reference as Exhibit "A" (the "Employment
Agreement"); and
WHEREAS, the parties desire to extend the term of said Employment Agreement
for an additional five years, as well as mutually amend other terms of said
Employment Agreement as provided for below:
NOW, THEREFORE, in consideration of the mutual covenants, promises and for
other good and valuable consideration, the parties hereby agree as follows:
1. The terms and conditions of the Employment Agreement dated as of the
13th day of July, 1998 by and among the Company and Employee are hereby
confirmed in their entirety with the exception that to the extent the terms and
conditions of this First Amendment are in conflict with the terms and conditions
of the Employment Agreement, the terms of this First Amendment shall govern.
2. It is the desire of the parties to replace the definition of the term
"Business" as it appears in paragraph I. Statement of Background Information.
The entire paragraph shall be replaced it in its entirety to now read as
follows:
I. Statement of Background Information
The Employee has been an officer and key employee of the Company and
the parties desire to ensure that the Employee's expertise, knowledge and
experience will continue to be available to the Company in the Company's
business. The term "Business" shall mean (A) the business of providing
dental health care services and any and all activities relating thereto,
including, without limitation, the provision and administration of discount
fee-for-service dental plans, prepaid dental plans, PPO dental plans and
indemnity dental plans and operation and/or ownership of dental health care
practices, (B) the business of providing vision health care services and
any and all activities relating thereto, including, without limitation, the
provision and administration of discount fee-for-service vision plans,
prepaid vision plans, and PPO vision plans and indemnity vision plans, and
(C) any other revenue generating business conducted by the Company or its
Affiliates.
3. It is the desire of the parties to extend the term of the Employment
Agreement by an additional five years and, accordingly, amend paragraph 3 Term
to now read as follows:
Term. The renewal term of this Agreement will be for a period commencing on
July 13, 2003 ("Renewal Date"), the expiration of the original term of the
Employment Agreement, and will expire on the later of the fifth anniversary
of such Renewal Date (to-wit July 13, 2008) or, if there is a Change in
Control (as defined herein) before such fifth anniversary of the Renewal
Date, the date which is 25 months following any Change in Control, subject
to earlier termination as provided for in Section 4 below.
4. It is the desire of the Parties to reflect Employee's current Annual
Salary and, accordingly, amend paragraph 5(a), Compensation and Benefits, to now
read in its entirety as follows:
(a) Annual Salary. For all services rendered by Employee under this
Agreement, the Company will pay Employee a base salary of at least One Hundred
Forty-Five Thousand and no/100 Dollars ($145,000) per annum in equal monthly
installments, or a greater amount as determined by the Board of Directors of the
Company.
IN WITNESS WHEREOF, the parties have signed this First Amendment as of this
1st day of July, 2003.
COMPDENT CORPORATION n/k/a
COMPBENEFITS CORPORATION
By: /s/ Xxxxx Xxxxx /s/ Xxxxx X. Xxxxxxxx
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Xxxxx Xxxxx Xxxxx X. Xxxxxxxx
Title: CEO, President & COO
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