EXHIBIT 10(g)
AMENDED AND RESTATED
EMPLOYMENT AND NON-COMPETITION AGREEMENT
This Amended and Restated Employment and Non-Competition Agreement (the
"Agreement") is made effective January 2, 2001, between American Dental
Partners, Inc., a Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxx
(the "Executive").
Background Information
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The Company and the Executive (the "Parties") are the parties to an
Employment and Non-Competition Agreement dated January 8, 1996 (the "Original
Agreement"). The initial term of the Original Agreement expires on January 8,
2001, but the Original Agreement provides that it is to be renewed on an annual
basis thereafter. The Parties desire to modify the Original Agreement to
eliminate provisions which are no longer applicable, modify other provisions to
reflect the current factual circumstances, simplify the term and termination
provisions, provide enhanced severance to the Executive under certain
circumstances, and make other minor modifications and clarifications, while
retaining much of the substance of the Original Agreement. For purposes of
convenience, the Parties are entering into this Agreement to amend and restate
the Original Agreement in its entirety.
Statement of Agreement
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The Parties hereby acknowledge the foregoing Background Information and
agree as follows:
Section 1. Employment. The Parties hereby continue the employment of the
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Executive with the Company as its Chairman of the Board, Chief Executive
Officer, and President, under and subject to the terms and conditions set forth
in this Agreement.
Section 2. Term. The term of the Executive's employment under this
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Agreement shall begin on the date hereof and shall continue until terminated
pursuant to Section 7 of this Agreement (the "Term").
Section 3. Duties. The Executive shall serve as the Chairman of the Board,
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Chief Executive Officer, and President of the Company, reporting only to the
Board of Directors of the Company (the "Board"). As the holder of such offices,
the Executive shall have the responsibility and broad authority to manage and
direct the affairs and operations of the Company, subject only to the reasonable
authority and control of the Board and such reasonable guidelines and policies
as the Board may from time to time approve. Such responsibility and authority
shall include, without limitation, recruiting, hiring, and firing senior
management personnel, consultants, accountants, attorneys, and other
professionals and agents of the Company, establishing the terms and conditions
of their employment or retainer, establishing operating strategies, policies,
and objectives of the Company, identifying and negotiating with (on behalf of
the Company) appropriate acquisition candidates and performing such additional
duties, consistent with the foregoing, as the Board may reasonably assign to the
Executive from time to time. The Executive hereby agrees to devote his full
business time and best efforts to the performance of such duties and to the
promotion and forwarding of the business and affairs of the Company during the
Term; provided that the Executive shall be entitled (i) to devote time to
professional activities, including without limitation attendance at business and
trade conventions and meetings of other professional associations, (ii) to
devote time and attention to his personal investments, and (iii) to take
periodic vacations and sick leaves as may be provided generally to the Company's
executive personnel or provided in this Agreement, in each case so long as such
other matters do not interfere materially with the performance of the
Executive's duties and obligations hereunder.
Section 4. Salary Compensation. In consideration of the services rendered
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by the Executive under this Agreement, the Company shall pay the Executive a
base salary (the "Base Salary") at the initial annualized rate of Three Hundred
Thousand Dollars ($300,000). The Base Salary shall be paid in such installments
and at such times as the Company pays its regularly salaried executive
employees, and the Board shall review on an annual basis the Base Salary from
time to time in its sole discretion; provided, however, that in no event shall
the Base Salary be reduced as the result of any such review or otherwise.
Section 5. Bonus Compensation. The Company shall continue to pay annual
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bonuses to the Executive pursuant to a bonus plan (the "Bonus Plan") under which
the Executive shall be entitled to earn a bonus each year in an amount equal to
a percentage, up to sixty percent (60%), of his Base Salary for that year, with
the final amount determined based upon the extent of achievement of the Bonus
Plan objectives approved by the Board relating to the Executive for that year.
The Executive shall prepare proposed Bonus Plan objectives for himself each year
and submit those to the Board for its approval, which approval shall not be
unreasonably withheld or delayed. Each bonus payable to the Executive under the
Bonus Plan shall be paid not later than the first to occur of (i) ten days after
receipt of financial statements for the applicable fiscal year or (ii) the date
which is 100 days after the end of such fiscal year.
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Section 6. Benefits. In addition to the compensation detailed in Sections 4
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and 5 of this Agreement, the Executive shall be entitled to the following
additional benefits:
Section 6.01. Paid Vacation. The Executive shall be entitled to four (4)
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weeks paid vacation per calendar year, such vacation to extend for such periods
and to be taken at such intervals as shall be appropriate and consistent with
the proper performance of the Executive's duties hereunder. The Executive shall
also be entitled to such paid holidays and other time off as may be provided to
the Company's executive personnel.
Section 6.02. Insurance Coverage. The Executive shall be entitled to
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continue his participation during the Term in the Company's group health, life
and disability insurance plans for its executive employees, as such plans
currently exist or are hereafter modified by the Board from time to time as
recommended by the Executive for the Board's approval, which approval shall not
be unreasonably withheld or delayed.
Section 6.03. Reimbursement of Expenses. The Company shall reimburse the
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Executive for all reasonable expenses actually incurred by the Executive in
connection with the business affairs of the Company and the performance of his
duties hereunder, including without limitation those incurred prior to the
execution of this Agreement or commencement of the Term. The Executive shall
comply with such reasonable limitations and reporting requirements with respect
to such expenses as the Board may establish from time to time.
Section 6.04. Options. As additional consideration in connection with the
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execution of this Agreement, the Company has granted to the Executive an option
(the "Option") to purchase 75,000 shares of the common stock, par value $.01 per
share, of the Company (the "Shares") pursuant to the Company's Amended and
Restated 1996 Stock Option Plan, as amended (the "Plan"). The Option shall vest
over four years, with 25% of the Shares subject to the Option vesting on each of
the first four anniversaries of the grant date, and is evidenced by a stock
option agreement in the form most recently approved by the Compensation
Committee of the Board for use under the Plan. The Option is intended to be in
addition to all stock options granted to the Executive prior to the Option and
any stock options hereafter granted by the Company to the Executive under the
Plan or otherwise.
Section 6.05. Indemnification. The Company shall indemnify the Executive,
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to the fullest extent permitted under applicable law, against any and all
liabilities, claims, judgments, fines, expenses (including without limitation
reasonable attorney's fees and court costs), and amounts paid in settlement
(collectively "Claims") incurred by the Executive in connection with any
threatened, pending or completed action, suit, claim, or proceeding (whether
civil, criminal, administrative or investigative, and including without
limitation any actions by or in the right of the Company) to which the Executive
is, was, or at any time becomes a party, or is threatened to be made a party as
a result, directly or indirectly, of serving as a director, officer, employee,
or agent of the Company or at the request of the Company as a director, officer,
employee, or agent of another corporation, partnership, trust, or other
enterprise or entity; provided, however, that the Executive shall not be
entitled to indemnification with respect to any claim to the extent that such
Claim is attributable to the Executive's gross negligence or willful misconduct.
Such indemnification shall include, without limitation, to the fullest extent
permitted by applicable law, payment as incurred of related expenses and costs
upon receipt by the Company of an undertaking from the Executive to the effect
that he will repay all such payments if it is ultimately determined by a court
of competent jurisdiction that he is not entitled to indemnification. The rights
of the Executive under this section shall be in addition to any other rights to
indemnification which the Executive may have under the organizational documents
of the Company or applicable law.
Section 6.06. Other Benefits. The Executive shall be entitled to
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participate in all other benefit programs made available to senior executives of
the Company and such other benefits as may be agreed upon by the Parties from
time to time. The Executive's benefits and perquisites under this Agreement
shall be reviewed by the Board not less often than annually for appropriate
increases, if any, and shall not be decreased during the Term without the
Executive's consent; provided that the Company may replace a benefit with
another benefit of equivalent value.
Section 7. Termination. This Agreement shall be terminated as follows:
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Section 7.01. Death. This Agreement shall terminate upon the death of the
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Executive, except that the compensation provided in Section 4 shall continue
through the end of the month in which the Executive's death occurs.
Section 7.02. Permanent Disability. In the event of any physical or mental
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disability of the Executive rendering the Executive unable to perform his duties
hereunder for a period of at least one hundred twenty (120) consecutive days or
one hundred eighty (180) days within any three hundred and sixty (360)
consecutive days, the Company may terminate this Agreement upon notice to the
Executive following the end of such period. Any determination of disability
shall be made by a qualified independent physician or physicians selected by the
Board, the fees and expenses of which will be paid by the Company. The failure
of the Executive to submit to a
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reasonable examination by such physician or physicians, at a reasonable time and
location and following reasonable notice, shall serve to bar the Executive from
objecting to any determination of disability by the Board.
Section 7.03. By The Company For Cause. This Agreement may be terminated by
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the Company for Cause (as defined below) at any time effective upon written
notice to the Executive, subject to the following provisions of this section.
The Company shall provide the Executive with at least ten (10 ) days' prior
written notice of a Board meeting at which a termination for Cause will be
considered and the Executive will have an opportunity to attend and participate
in that meeting. If the Company elects to terminate the Executive's employment
under this Agreement for Cause, then Cause must be determined to exist by the
Board by the adoption by the affirmative vote of not less than a majority of the
entire membership of the Board (which majority for purposes of this Section must
include at least a majority of the Directors who are not employees of the
Company or any of its subsidiaries or affiliated dental groups) of one or more
resolutions containing a finding that the Executive was guilty of the conduct
constituting Cause and specifying such conduct, a copy of which resolution shall
be furnished to the Executive along with the notice of termination of his
employment for Cause. For purposes hereof the term "Cause" shall mean only any
one or more of the following has occurred:
(a) The Executive shall have been convicted of, or shall have pleaded
guilty or nolo contendere to, any felony;
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(b) The Executive shall have willfully failed or refused to perform
his duties hereunder in carrying out the lawful and reasonable directives
of the Board which are consistent with this Agreement and such willful
failure or refusal shall have continued for a period of fifteen (15) days
following written notice from the Board specifying such willful failure or
refusal in reasonable detail;
(c) The Executive shall have breached any provision of Section 9
hereof which shall have resulted in a material and adverse effect on the
business or financial condition of the Company;
(d) The Executive shall have breached any provision of Section 10
hereof and such breach shall have continued for a period of ten (10) days
following written notice from the Board specifying such breach in
reasonable detail; or
(e) The Executive shall have committed any (i) fraud or embezzlement,
or (ii) any other act of dishonesty against the Company which has a
material and adverse effect on the Company.
Section 7.04. By the Company without Cause. The Company may terminate this
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Agreement at any time without Cause effective upon not less than 90 days' prior
written notice to the Executive.
Section 7.05. By the Executive Without Good Reason. The Executive may
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terminate this Agreement at any time without Good Reason (as defined below)
effective upon at least ninety (90) days' prior written notice to the Company.
Section 7.06. By the Executive for Good Reason. The Executive may terminate
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this Agreement at any time upon written notice to the Company for "Good Reason",
which term shall mean only one or more of the following:
(a) The Company shall have failed to provide the Executive with the
compensation payable hereunder or shall have reduced such compensation
payable hereunder, or shall have materially reduced the other benefits to
which the Executive is entitled hereunder, and such failure shall have
continued for fifteen (15) days after notice from the Executive to the
Board of Directors, specifying such failure or reduction in reasonable
detail;
(b) The Company shall have (i) effected any material diminution or
reduction in the Executive's responsibilities, authority, title or position
with respect to his employment by the Company or (ii) assigned to the
Executive responsibilities or duties inconsistent with his position as
Chairman of the Board, Chief Executive Officer, and President or this
Agreement, and such diminution, reduction or assignment shall have
continued for ten (10) days after notice from the Executive to the Board,
specifying such diminution, reduction or assignment in reasonable detail;
(c) The Company shall have failed to fulfill any of its other
obligations under this Agreement, and such failure shall have continued for
thirty (30) days after notice thereof to the Board, specifying such failure
in reasonable detail; or
(d) A Change of Control (as herein defined) shall have occurred;
provided, however, that if in connection with such Change of Control the
Executive shall be afforded the opportunity to continue in his positions as
Chairman of the Board, Chief Executive Officer, and President of the
surviving corporation, with responsibilities, authority, Base Salary,
bonus, and other benefits and terms no less favorable to the Executive than
those enjoyed by the Executive prior to the transaction which resulted in
such Change of Control (provided that while the Executive may exercise any
rights
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which he may have under options granted pursuant to the Initial Option
Plan, he shall not be entitled to receive new comparable option benefits
following such Charge of Control), then the Executive's termination of this
Agreement for Good Reason may not be effective earlier than the first
anniversary of such Change of Control transaction. For purposes of this
Agreement, a Change of Control shall occur if, as a result of one or more
transactions (other than public offerings of securities by the Company) a
person or group of persons acting in concert, other than Summit Ventures
IV, L.P. and the Executive and their respective affiliates, shall own
collectively a majority of the voting securities of the Company or shall
have the right to elect a majority of the Board.
Section 8. Termination Payments and Benefits.
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Section 8.01. Voluntary Termination; Termination For Cause; Death or
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Disability. Upon any termination of this Agreement: (a) voluntarily by the
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Executive without Good Reason as defined in Section 7.06; (b) by the Company for
Cause pursuant to Section 7.03; (c) upon the death of the Executive as provided
in Section 7.01; or (d) upon the disability of the Executive as defined in
Section 7.02, all payments, salary and other benefits hereunder shall cease at
the effective date of termination, and the Executive shall be entitled to
receive only (i) Base Salary accrued through the date of termination, or in the
case of death, through the end of the month in which death occurs; (ii)
reimbursement under Section 6.03 for expenses incurred through the date of
termination; (iii) to the extent required under applicable law, continued
participation, at the Executive's expense, in the health, disability, and other
insurance benefit programs of the Company; and (iv) unless the termination is by
the Company for Cause pursuant to Section 7.03 or by the Executive without Good
Reason pursuant to Section 7.06, his pro rata share of any bonus which otherwise
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would have been payable under Section 5 with respect to the year in which
termination of employment occurs. The Executive's pro rata share of any such
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bonus shall be equal to the amount of any bonus payable with respect to such
year times a fraction, the numerator of which is the number of days of such year
during which the Executive was employed by the Company, and the denominator of
which is 365. Any such pro rata bonus shall be paid at such time as such bonus
would otherwise have been paid.
Section 8.02. Termination Without Cause. In the event that this Agreement
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is terminated by the Company without Cause (as defined in 7.03) the Executive
shall receive as a termination settlement an amount equal to twelve (12) month's
Base Salary at the level in effect at the effective date of termination (the
"Termination Payment"). The Termination Payment shall be paid in twelve (12)
consecutive equal monthly installments on the first business day of each month,
commencing on the first such day of the month immediately following the month in
which termination occurs. The Executive shall also continue to receive during
such twelve (12) month period, at the Company's cost, health, disability, and
other insurance benefits of the type required under Section 6.02. In addition,
the Executive shall be entitled to receive (i) Base Salary accrued through the
date of termination; (ii) reimbursement under Section 6.03 for expenses incurred
through the date of termination; (iii) to the extent required under applicable
law, continued participation, at the Executive's expense, in the health,
disability, and other insurance benefit programs of the Company after the 12-
month continuation period described in the preceding sentence; and (iv) his pro
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rata share of any bonus which otherwise would have been payable under Section 5
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with respect to the year in which termination of employment occurs, calculated
and paid in the manner described in Section 8.01.
Section 8.03 Termination for Good Reason. In the event that this
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Agreement is terminated by the Executive for Good Reason (as defined in Section
7.06), the Executive shall receive as a termination settlement: (a) the
Termination Payment and other payments and benefits described in Section 8.02,
above, other than the pro rata share of a bonus as described in clause (iv) of
that section; plus (b) payment of an amount equal to the full amount of the
bonus that otherwise could have been payable to the Executive under Section 5 of
this Agreement for the year of termination, which amount shall be paid in twelve
(12) consecutive equal monthly installments payable at the same time as the
Termination Payment installments.
Section 8.04. No Other Benefits. Except as specifically provided in
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Sections 8.01, 8.02, and 8.03; the Executive shall not be entitled to any
compensation, severance or other benefits from the Company or any of its
subsidiaries or affiliates upon the termination of this Agreement for any reason
whatsoever, and the Executive agrees that he will accept such payments in full
and complete satisfaction of any obligations owed to him hereunder.
Section 8.05. Survival. Notwithstanding any other provisions of this
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Agreement to the contrary, the termination of this Agreement shall not relieve
either party of any liabilities or obligations existing at or arising as a
result of the termination or any breach of this Agreement Without limiting the
preceding sentence, the provisions of Sections 8.01, 8.02, 8.03, and 9 through
16, inclusive, shall survive the termination of this Agreement.
Section 9. Proprietary Information: Inventions in the Field.
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Section 9.01. Proprietary Information. In the course of his service to the
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Company, the Executive will have access to confidential strategic or technical
data, marketing research data, sources of supply and trade secrets, which are
confidential and proprietary and are owned or used by the Company, or any of its
subsidiaries or affiliates. Such information shall hereinafter be called
"Proprietary Information" and shall include any and all items enumerated in the
preceding sentence and coming within the scope of the business of the Company or
any of its subsidiaries or affiliates as to which the Executive may have access,
whether
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conceived or developed by others or by the Executive alone or with others during
the period of his service to the Company, whether or not conceived or developed
during regular working hours (if conceived or developed within the scope of the
Executive's employment). Proprietary Information shall not include any data or
information which: (a) is now or hereafter in the public domain, provided the
same are not in the public domain, as a consequence of disclosure directly or
indirectly by the Executive in violation of this Agreement, (b) is in the
Executive's possession prior to its disclosure to him as an employee of the
Company, or (c) is lawfully acquired by the Executive from a third party.
Section 9.02. Non-Use and Non-Disclosure. The Executive shall not during
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the Term or at any time thereafter (a) disclose, directly or indirectly, any
Proprietary Information to any person other than the Company or its Subsidiaries
or affiliates or authorized employees thereof at tile time of such disclosure,
or such other persons to whom the Executive has been specifically instructed or
permitted to make disclosure by the Board or its authorized representative or
(b) use any Proprietary Information, directly or indirectly, for his own benefit
or for the benefit of any other person or entity At the termination of his
employment, the Executive shall deliver to the Company all notes, letters,
documents and records which contain Proprietary Information which are then in
his possession or reasonable control and shall destroy any and all copies and
summaries thereof. Notwithstanding the foregoing, the Executive may make
disclosure (i) to the extent required by law, as reasonably determined by the
Executive or his legal counsel, and (ii) on a confidential basis to the
Executive's lawyers, accountants, and other professional advisors.
Section 10. Restrictions on Activities of the Executive.
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Section 10.01. Acknowledgments. The Executive agrees that he is being
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employed hereunder in a key executive capacity with the Company and that the
Company is engaged in a highly competitive business and that the success of the
Company's business in the marketplace will depend upon its goodwill and
reputation for quality and dependability. The Executive further agrees that
reasonable limits may be placed on his ability to compete against the 'Company
under certain circumstances as provided herein so as to protect and preserve the
legitimate business interests and good will of the Company.
Section 10.02. General Restrictions.
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(a) During the Term and, if applicable, for the Non-Competition Period
(as defined below), the Executive will not anywhere in the United States engage
or participate in, directly or indirectly, as principal, agent, employee,
employer, consultant, investor or partner, or assist in the management of, or
own any stock or any other ownership interest in, any business which is
Competitive with the Company (as defined below). For purposes of this Agreement,
a business shall be considered "Competitive with the Company" only if it relates
to the acquisition, ownership, operation or management of dental practices or
any one or more of the related specialty practices of orthodontics,
periodontics, endodontics, pedodontics or oral surgery. Notwithstanding the
foregoing, the Executive may own, directly or indirectly, less than 1% of the
capital stock of any public corporation.
(b) For purposes of this Agreement, the "Non-Competition Period" shall
mean the period of twelve (12) consecutive months after the Executive's
employment terminates for any reason; provided, however, that in the event of
termination under Section 7.02, there shall be no Non-Competition Period; and
provided further that in the event the Company terminates the Executive other
than for Cause pursuant to Section 7.03, or the Executive terminates his
employment for Good Reason pursuant to Section 7.06, then the Executive shall be
bound by the provisions of this Section 10 only if the Company pays the
compensation and provides the benefits required under Section 8.02 or Section
8.03, whichever is applicable.
Section 10.03. Employees Customers and Suppliers. During the Term and, if
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applicable, the Non-Competition Period, the Executive will not solicit, or
attempt to solicit, any officer, director, consultant, executive or employee of
the Company or any of its subsidiaries or affiliates to leave his or her
engagement with the Company or such subsidiary or affiliate nor will he call
upon, solicit, divert or attempt to divert from the Company or any of its
affiliates or subsidiaries any of their customers or suppliers, of whose names
he was aware during the term of his employment with the Company; provided,
however, that nothing in this Section 10.03 shall be deemed to prohibit the
Executive from calling upon or soliciting a customer or supplier during the Non-
Competition Period if such action relates solely to a business which is not
Competitive with the Company.
Section 10.04. Termination of Restrictions. Notwithstanding the foregoing,
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any restrictions under Sections 10.02 and 10.03 which are applicable during the
Non-Competition Period (if applicable) shall terminate automatically, without
terminating or modifying any obligations of the Company, if the Company fails to
make any payment, or fails to perform any of its other obligations, during the
Non-Competition Period and such failure continues for 10 days after notice of
such failure from the Executive.
Section 10.05. Acknowledgment. THE EXECUTIVE REPRESENTS AND WARRANTS THAT
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HE HAS READ CAREFULLY THE PROVISIONS OF THIS AGREEMENT AND HAS REVIEWED THE SAME
WITH HIS COUNSEL, AND ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN SECTION 9
AND 10 HEREOF ARE REASONABLE IN BUSINESS AND GEOGRAPHIC SCOPE, ARE REASONABLE IN
DURATION, AND ARE
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IMPORTANT TO THE PROTECTION OF THE COMPANY'S GOODWILL AND ITS COMPETITIVE
POSITION IN THE MARKETPLACE.
Section 11. Remedies. It is specifically understood and agreed that any
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breach of the provisions of Section 9 or 10 of this Agreement is likely to
result in irreparable injury to the Company and that the remedy at law alone may
be an inadequate remedy for such breach, and that in addition to any other
remedy it may have, the Company shall be entitled to seek the specific
performance of this Agreement by the Executive and to seek both temporary and
permanent injunctive relief (to the extent permitted by law) without the
necessity of proving actual damages. All rights and remedies of each party under
this Agreement are cumulative and in addition to all other rights and remedies
which may be available to that party from time to time, whether under this
Agreement, at law, in equity, or otherwise.
Section 12. Effect On Original Agreement. This Agreement supersedes and
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replaces the Original Agreement in its entirety; provided that this Agreement
shall not affect any compensation, rights, or benefits earned by the Executive
prior to the date of this Agreement.
Section 13. Severable Provisions. The provisions of this Agreement are
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severable and the invalidity of any one or more provisions shall not affect the
validity of any other provision. In the event that a court of competent
jurisdiction shall determine that any provision of this Agreement or the
application thereof is unenforceable in whole or in part because of the duration
or scope thereof; the parties hereto agree that said court in making such
determination shall have the power to reduce the duration and scope of such
provision to the extent necessary to make it enforceable, and that the Agreement
in its reduced form shall be valid and enforceable to the full extent permitted
by law.
Section 14. Notices. All notices hereunder, to be effective, shall be in
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writing and shall be delivered by hand or mailed by certified mail, postage and
fees prepaid, as follows:
If to the Company: American Dental Partners, Inc.
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000-0000
Attn: Chief Administrative Officer
If to the Executive: Xxxxxxx X. Xxxxxx
c/o American Dental Partners, Inc.
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000-0000
or to such other address as a party may notify the other pursuant to a notice
given in accordance with this Section 14.
Section 15. Miscellaneous.
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Section 15.01. Modification. This Agreement constitutes the entire
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Agreement between the parties hereto with regard to the subject matter hereof,
superseding all prior understandings and agreements, whether written or oral.
This Agreement may not be amended or revised except by a writing signed by the
parties.
Section 15.02. Assignment and Transfer. This Agreement shall not be
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terminated by the merger or consolidation of the Company with any corporate or
other entity or by the transfer of all or substantially all of the assets of the
Company to any other person, corporation, firm or entity. The provisions of this
Agreement shall be binding on and shall inure to the benefit of any successor in
interest to either party. Neither this Agreement nor any of the rights, duties
or obligations of the Executive shall be assignable by the Executive.
Section 15.03. Captions. Captions herein have been inserted solely for
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convenience of reference and in no way define, limit or describe the scope or
substance of any provision of this Agreement.
Section 15.04. Expenses. The parties will bear their own costs and
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expenses incurred in connection with the negotiation and execution of this
Agreement; provided that the Company will pay the reasonable fees and expenses,
if any, through the date hereof of counsel for the Executive in connection with
the negotiation, preparation and execution of this Agreement.
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Section 16.05 Governing Law. This Agreement shall be construed under and
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enforced in accordance with the laws of the Commonwealth of Massachusetts.
AMERICAN DENTAL PARTNERS, INC.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxx X. Xxxxxxx
---------------------------- By ----------------------------------------
Xxxxxxx X. Xxxxxx Xxx X. Xxxxxxx, Chief Administrative Officer
and General Counsel
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