AMENDMENT TO EMPLOYMENT AGREEMENT
Amendment to Employment Agreement (the "Amendment"), dated effective
July 31, 1997, by and between Pentegra Dental Group, Inc., a Delaware
corporation (the "Company"), and Xxxx X. Xxxx, D.D.S. ("Employee").
W I T N E S S E T H
WHEREAS, the parties hereto entered into that certain Employment
Agreement ("Employment Agreement") dated July 31, 1997 among the Company and
Employee.
WHEREAS, the parties hereto desire to amend the Employment Agreement as
set forth herein.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein and other good and valuable consideration, the
undersigned do hereby agree as follows:
1. Section 6(b) is hereby amended in its entirety to read as follows:
(b) FOR CAUSE. The Company may terminate the Employee's employment
for "Cause" immediately upon written notice by the Company to Employee. For
purposes of this Agreement, a termination will be for Cause if: (i) Employee
willfully and continuously fails to perform his duties with the Company
(other than any such failure resulting from incapacity due to physical or
mental illness), (ii) Employee willfully engages in gross misconduct
materially and demonstrably injurious to the Company or (iii) Employee has
been convicted of a felony. In the event of the termination of this Agreement
pursuant to this subsection, the Company shall pay Employee, as Employee's
sole remedy in connection with such termination, severance pay in the amount
of Employee's base salary accrued but unpaid from the last monthly payment
date to the date of termination, expense reimbursements under Section 5
hereof for expenses incurred in the performance of his duties hereunder prior
to termination, together with the sum of $1,250,000 less the amounts paid by
the Company to Employee pursuant to Section 4(b) hereof.
2. The Employment Agreement shall be hereby amended to reflect the
foregoing agreement of the parties hereto. Except as amended hereby, the
Employment Agreement shall remain unchanged.
3. Terms used herein with their initial letter capitalized and not
otherwise defined shall have the meaning assigned to such terms in the
Employment Agreement.
Executed to be effective as of the day and year first set forth above.
PENTEGRA DENTAL GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President
EMPLOYEE
/s/ Xxxx X. Xxxx
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Xxxx Xxxx, DDS
