Exhibit 10.5
XXXXXXX XXXXXX EMPLOYMENT CONTRACT
EMPLOYMENT CONTRACT
This Agreement made as of the 1st day of June, 2002, between Dental
Resources, Inc., a Minnesota corporation ("the Company") and Xxxxxxx X. Xxxxxx
of Mound, Minnesota ("Xxxxxx, D").
RECITALS
X. Xxxxxx, D., is presently employed by the Company as President and
Chief Executive Officer.
B. The parties are desirous of entering into a contract providing for
Xxxxxx, D.' employment by the Company upon the terms and conditions set forth
below for the period beginning June 1, 2002.
X. Xxxxxx, D services have been of great value to the Company and has
recognized that substantial inducements must be offered to Xxxxxx, D. so that
the Company may retain his services.
AGREEMENT
The following constitutes the agreement of the parties.
1. Employment. The Company shall employ Xxxxxx, D.' as follows:
a. Executive Employment. As its president, Xxxxxx, D.
hereby accepts such employment for the period
beginning June 1, 2002 and ending May 31, 2007,
provided that either the Company or Xxxxxx, D. may by
written notice to the other at any time subsequent to
May 31, 2007, terminate Xxxxxx, D. employment as the
Company's president effective as of the first day of
the third month following such notice. The period
during which Xxxxxx, D. serves as president shall be
referred to as the period of "Executive Employment".
b. Other Employment. In the event Xxxxxx, D. employment
as president of the Company is terminated as set
forth in Paragraph 1(a) above, the Company shall
offer Other Employment to Xxxxxx, D. in such capacity
as the Board of Directors may designate, or as a
consultant. The salary shall be equal to fifty
percent (50%) of the average of Xxxxxx, D.'s salary
for the last five years. The period, if any, during
which Xxxxxx, D. so serves the Company shall be
referred to as the period of "Other Employment"
2. Duties. Xxxxxx, D. agrees that he will serve the Company under
the direction of the Board of Directors, faithfully,
diligently, competently, and to the best of his ability until
his employment is terminated as herein provided.
a. Executive Employment. During the period of Executive
Employment, he shall devote full time to his
employment and shall act as president or other chief
executive officer of the Company and shall perform
all duties incident to such office or offices and all
additional duties that the Board of Directors may
periodically assign to him. He shall also, during the
period of Executive Employment, serve in similar
capacities, and without additional compensation any
subsidiary of the Company that the Board of Directors
may select.
b. Other Employment. During any period of Other
Employment, Xxxxxx, D. agrees to serve in the
capacity designated by the Board of Directors and to
perform all general duties that the Board of
Directors may, from time to time, reasonably require
of him. Such general duties, however, shall not be
inconsistent with position and title which he shall
then hold, shall not be those that are ordinarily and
generally performed by the Chief Executive, and shall
not be such as to constitute him the president. In
performing such duties, Xxxxxx, D. shall report
directly to the Company's Board of Directors.
3. Compensation. The Company shall pay Xxxxxx, D. the following:
a. Executive Employment. The Company shall pay to
Xxxxxx, D. a salary in an amount equal to his salary
at May 31, 2002 per year in equal weekly
installments, plus a bonus payable quarterly, equal
to five percent of the pre-tax net operating profits
of the Company plus future stock purchase agreements.
This base salary shall be adjusted annually to
reflect changes in the cost of living as established
by the Federal Reserve Bank for the Minneapolis,
Minnesota district.
b. Other Employment. During the period of Other
Employment, if any, the Company shall pay to Xxxxxx,
D. a yearly salary equal to fifty percent (50%) of
the average of his annual total earnings for the last
five years.
4. Termination of Executive Employment by Company.
Notwithstanding the above, the Company shall have the
following rights to terminate Xxxxxx, D. Executive Employment:
a. Disability. If Xxxxxx, D. shall become unable to
perform the duties required of him because of serious
physical disability or other incapacity, the Company
may, upon at least 90 days' written notice, terminate
his Executive Employment. Such notice shall specify
whether or not Xxxxxx, D. is to serve the Company for
a period of Other Employment. If Other Employment is
offered and thereafter terminated prior to May 31,
2007, Xxxxxx, D. will be entitled to one year's
severance pay at the termination of Other Employment
whenever it occurs as provided in paragraph 5 (a)
below.
5. Termination of Other Employment by Company. Notwithstanding
anything hereinbefore provided, the Company shall have the
following rights to terminate Xxxxxx, D.'s Other Employment at
any time on or after May 31, 2007:
a. Disability, If Xxxxxx, D. s shall become unable to
perform his duties in accordance with this Agreement
due to serious physical disability or other
incapacity, the Company may, by giving at least 90
days' written notice, terminate his Other Employment.
If Other Employment is terminated under this
provision, Xxxxxx, D. shall be entitled to receive as
severance pay an amount equal to his then current
salary and bonuses for the previous 12 months.
6. Effect of Termination of Executive Employment.
a. Disability. If Xxxxxx, D.'s Executive Employment is
terminated pursuant to this Agreement by reason of
disability, the Company shall pay to Xxxxxx, D. for
the following twelve months from the date of the
notice, an amount equal to the average of this five
year annual compensation, including salaries and
bonuses.
b. Voluntary Termination. In the event Xxxxxx, D.
voluntarily terminates his Executive Employment with
the Company on or before May 31, 2007 by giving 90
days written notice of this intention to so
terminate, all rights under this Agreement which have
not vested, will terminate at the end of the notice
period.
c. Without Cause. If Xxxxxx, D. Executive Employment is
terminated, without cause, prior to May 31, 2007, his
executive salary as herein provide shall be paid
through May 31, 2007. If Xxxxxx, D.'s Executive
Employment is terminated without cause, the right of
Xxxxxx, D. and his estate to collect Executive Salary
through May 31, 2007, shall not be terminated by his
death or disability.
7. Effect of Termination of Other Employment.
If Xxxxxx, D. performs Other Employment as defined hereunder
and is compensated therefor, his right to compensation shall
cease at the termination of Other Employment as hereinbefore
provided, except as to severance pay due him under paragraph 5
(a).
8. Death. Except as herein otherwise provided, if Xxxxxx, D. '
Other Employment terminates by his death after May 31, 2007,
his Executive Salary shall be paid to his legal representative
to the end of the month in which he dies and shall then
terminate.
9. Consolidation or Merger. In the event of any consolidation or
merger of the Company into or with another corporation, after
the date of this Agreement, or the sale of all or
substantially all of the Company's assets to another
corporation, after the date of this Agreement, such
corporation shall assume this contract and be obligated to
perform all of its terms and conditions, and Xxxxxx, D.'s
obligations hereunder shall continue in favor of such
corporation. If such successor corporation terminates Xxxxxx,
D.'s employment without cause, it shall be obligated to pay
his Executive Salary through May 31, 2007, and in addition, as
severance pay, shall pay Xxxxxx, D. an amount equal to the
average of his five years' employment, including salary and
bonuses. However, the failure of either party to insist in any
one or more instances upon performance of any term or
condition of this contract shall not be construed as a waiver
or a relinquishment of any right granted hereunder or of the
future performance of any such term, covenant, or condition.
The obligations of either party with respect thereto shall
continue in full force and effect.
10. Notices Any notice to be given to the Company hereunder shall
be deemed sufficient if addressed to it in writing and
delivered or mailed by registered mail to its office at X.X.
Xxx 00, Xxxxxx, Xxxxxxxxx 00000, or any other address that the
Company may hereafter designate.
Any notice to be given to Xxxxxx, D. hereunder shall be deemed
sufficient if addressed to him in writing and delivered or mailed by registered
mail to him at 0000 Xxx Xxxx, Xxxxx, XX 00000.
11. Successors and Assigns. This contract shall be binding upon
the Company's successor or successors and, unless clearly
inapplicable, any reference to the Company shall be deemed to
include its successor or successors. Except as herein
otherwise expressly provided, this contract shall be binding
upon and inure to the benefits of Xxxxxx, D. , his legal
representatives, and assigns.
12. Entire Agreement. This Agreement supersedes all other
agreements previously made between the parties relating to its
subject matter. There are no other understandings or
agreements.
13. Headings. Headings in this Agreement are for convenience only
and shall not be used to interpret or construe its provisions.
14. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of Minnesota.
15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
In witness whereof the parties hereto have duly executed this contract under
seal, in duplicate, on the day and year first written above.
DENTAL RESOURCES, INC.
By:
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Its:
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Xxxxxxx X. Xxxxxx
