National Dentex Corp /Ma/ Sample Contracts

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JOINT FILING AGREEMENT
Joint Filing Agreement • January 26th, 2005 • National Dentex Corp /Ma/ • Services-health services
and
Loan Agreement • July 7th, 2004 • National Dentex Corp /Ma/ • Services-health services • Massachusetts
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 2, 2010 AMONG GDC HOLDINGS, INC., ROYAL ACQUISITION CORP. AND NATIONAL DENTEX CORPORATION
Agreement and Plan of Merger • April 5th, 2010 • National Dentex Corp /Ma/ • Services-medical laboratories • Delaware

This Agreement and Plan of Merger, dated as of April 2, 2010 (this “Agreement”), is among GDC Holdings, Inc., a Delaware corporation (“Parent”), Royal Acquisition Corp., a Delaware corporation, an indirect wholly owned subsidiary of Parent and a direct wholly owned subsidiary of GeoDigm Corporation, a Minnesota corporation (“Merger Sub”), and National Dentex Corporation, a Massachusetts corporation (the “Company”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 8.16.

BY AND AMONG
Stock Purchase Agreement • October 6th, 2006 • National Dentex Corp /Ma/ • Services-health services • Missouri
AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • August 1st, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts

THIS AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT, dated as of (the “Agreement”), is between NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the “Company”), and (the “Employee”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 1st, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into as of July 28, 2008 by and between National Dentex Corporation, a Massachusetts corporation (the “Company”), and David L. Brown (the “Executive”).

EXECUTION VERSION SECOND AMENDED AND RESTATED LOAN AGREEMENT BANK OF AMERICA, N.A. $10,000,000 REVOLVING CREDIT FACILITY $15,000,000 ACQUISITION REVOLVING CREDIT FACILITY
Loan Agreement • November 8th, 2006 • National Dentex Corp /Ma/ • Services-health services • Massachusetts
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 26th, 2006 • National Dentex Corp /Ma/ • Services-health services • Arkansas

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 1, 2005, by and among JOHN W. GREEN IV (“Green”) and RICHARD M. NORDSKOG (“Nordskog,” and with Green, each a “Stockholder,” and together, the “Stockholders”) and NATIONAL DENTEX CORPORATION, a Massachusetts corporation (“Buyer”).

NATIONAL DENTEX CORPORATION INCENTIVE STOCK OPTION AGREEMENT
National Dentex Corporation Incentive Stock Option Agreement • May 12th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts

INCENTIVE STOCK OPTION AGREEMENT dated as of by and between, NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the “Company”), and , an employee of the Company (“Employee”).

NATIONAL DENTEX CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT
National Dentex Corporation Non-Qualified Stock Option Agreement • April 23rd, 2009 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts

NON-QUALIFIED STOCK OPTION AGREEMENT dated as of by and between, NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the “Company”), and , an employee of the Company (“Employee”).

EXHIBIT 10 2001 AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 8th, 2002 • National Dentex Corp /Ma/ • Services-health services • Massachusetts
FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES AND DIRECTORS UNDER THE NATIONAL DENTEX CORPORATION AMENDED AND RESTATED 2001 STOCK PLAN
Restricted Stock Unit Agreement for Employees • May 22nd, 2006 • National Dentex Corp /Ma/ • Services-health services
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AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • December 17th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts

This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of the 11 day of December, 2008, by and among NATIONAL DENTEX CORPORATION, a Massachusetts corporation (“Dentex”), its Subsidiaries listed on the signature page(s) hereof (together with Dentex, collectively the “Borrowers”), and BANK OF AMERICA, N.A. (the “Bank”). Capitalized terms used herein without definition shall have the meaning ascribed to them in the Loan Agreement (as defined below).

NATIONAL DENTEX CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT
National Dentex Corporation Non-Qualified Stock Option Agreement • May 12th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts

NON-QUALIFIED STOCK OPTION AGREEMENT dated as of by and between, NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the “Company”), and , an employee of the Company (“Employee”).

FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES UNDER THE NATIONAL DENTEX CORPORATION AMENDED AND RESTATED 2001 STOCK PLAN
Restricted Stock Unit Agreement for Employees • May 12th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories

Pursuant to the National Dentex Corporation Amended and Restated 2001 Stock Plan (the “Plan”), National Dentex Corporation (the “Company”) hereby grants to Participant named above, who is an officer, or other employee of the Company or any of its Subsidiaries, an incentive award (the “Incentive Award”) of Restricted Stock Units (“RSUs”) subject to the terms and conditions set forth herein and in the Plan.

AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 16th, 2009 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts

This AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of the 13th day of March, 2009, but shall be deemed to be effective as of the 30th day of December, 2008, by and among NATIONAL DENTEX CORPORATION, a Massachusetts corporation (“Dentex”), its Subsidiaries listed on the signature page(s) hereof (together with Dentex, collectively the “Borrowers”), and BANK OF AMERICA, N.A. (the “Bank”). Capitalized terms used herein without definition shall have the meaning ascribed to them in the Loan Agreement (as defined below).

CONSENT AND AMENDMENT No. 3 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • September 8th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts

This CONSENT AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of the 2d day of September, 2008, by and among NATIONAL DENTEX CORPORATION, a Massachusetts corporation (“Dentex”), its Subsidiaries listed on the signature page(s) hereto (together with Dentex, collectively the “Borrowers”), and BANK OF AMERICA, N.A. (the “Bank”). Capitalized terms used herein without definition shall have the meaning ascribed to them in the Loan Agreement (as defined below).

FORM OF RESTRICTED STOCK AGREEMENT — EMPLOYEE NATIONAL DENTEX CORPORATION Amended and Restated 2001 Stock Plan Restricted Stock Agreement
Restricted Stock Agreement • May 12th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories

AGREEMENT dated as of the date set forth above between National Dentex Corporation, a Massachusetts corporation (the “Company”), and the undersigned (the “Grantee”), pursuant to the Company’s Amended and Restated 2001 Stock Plan (the “Plan”), receipt of a copy of which is hereby acknowledged by the Grantee. Capitalized terms used and not otherwise defined in this Agreement have the meanings given to them in the Plan.

NATIONAL DENTEX CORPORATION INCENTIVE STOCK OPTION AGREEMENT
National Dentex Corporation Incentive Stock Option Agreement • April 23rd, 2009 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts

INCENTIVE STOCK OPTION AGREEMENT dated as of _______________ by and between, NATIONAL DENTEX CORPORATION, a Massachusetts corporation (the “Company”), and _____________________, an employee of the Company (“Employee”).

CONFIDENTIAL Retirement Agreement between Donald E. Merz and National Dentex Corporation
Retirement Agreement • January 8th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories

Mr. Merz will consult for National Dentex Corporation for a one year period by providing consulting services to the CEO and/or the Board of Directors of National Dentex and will be compensated at a rate of $100,000, $50,000 of which will be paid on January 15, 2008 and $50,000 to be paid on July 15, 2008.

AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • October 30th, 2007 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts
AMENDMENT No. 2 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 12th, 2008 • National Dentex Corp /Ma/ • Services-medical laboratories • Massachusetts

This AMENDMENT No. 2 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of the 9th day of May, 2008, by and among NATIONAL DENTEX CORPORATION, a Massachusetts corporation (“Dentex”), its Subsidiaries listed on the signature page(s) hereto (together with Dentex, collectively the “Borrowers”), and BANK OF AMERICA, N.A. (the “Bank”). Capitalized terms used herein without definition shall have the meaning ascribed to them in the Loan Agreement (as defined below).

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