Exhibit
10.16


 


RESTRICTED STOCK AGREEMENT


 


HEALTHPOINTCAPITAL DENTAL HOLDINGS, INC.


 


AGREEMENT made as of the 17th day of April, 2007 (the “Grant Date”), between
HealthpointCapital Dental Holdings, Inc. (the “Company”), a Delaware
corporation, and R. Steven Boggan, (the “Participant”).


 


WHEREAS, the Company has adopted the
HealthpointCapital Dental Holdings, Inc. 2007 Executive, Director and
Consultant Stock Plan (the “Plan”) to promote the interests of the Company by
providing an incentive for employees, directors and consultants of the Company
or its Affiliates;


 


WHEREAS, pursuant to the provisions of the Plan, the
Company desires to offer to the Participant shares of the Company’s common
stock, $0.0001 par value per share (“Common Stock”), in accordance with the
provisions of the Plan, all on the terms and conditions hereinafter set forth;


 


WHEREAS, Participant wishes to accept said offer;
and


 


WHEREAS, the parties hereto understand and agree
that any terms used and not defined herein have the meanings ascribed to such
terms in the Plan and that any and all references herein to employment of the
Participant by the Company shall include the Participant’s employment or
service as an employee, director or consultant of the Company or any Affiliate.


 


NOW, THEREFORE, in consideration of the promises and
the mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


1.             Terms of Grant. The
Participant hereby accepts the offer of the Company to issue to the
Participant, in accordance with the terms of the Plan and this Agreement, 480,000 Shares of the Company’s Common Stock (such shares,
subject to adjustment pursuant to Section 24 of the Plan and Subsection
2.1 (i) hereof, the “Granted Shares”) at a purchase price per share of
$0.001 (the “Purchase Price”), receipt of which is hereby acknowledged by the
Company by the Participant’s prior service to the Company and which amount will
be reported as income on the Participant’s W-2 for this calendar year. The
Participant hereby agrees to become a party to the Stockholders’ Agreement
dated August 21, 2006 between the Company and its stockholders (the “Stockholders’
Agreement”), and Participant agrees to execute any certificates or other
documentation that the Company reasonably deems appropriate in order for the
Participant to become a party to the Stockholders’ Agreement. In addition to
the restrictions expressly set forth in this Agreement, the Granted Shares
hereby shall not be transferred by the Participant except as permitted in the
Stockholders’ Agreement.


 

















 


2.1.          Company’s Lapsing Repurchase Right.


 


(a)           Lapsing Repurchase Right. Except as set
forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in the event
that for any reason the Participant is no longer an employee, director or
consultant of the Company or an Affiliate prior to the third anniversary of the
Date of Reference, the Company (or its designee) shall have the option, but not
the obligation, to purchase from the Participant (or the Participant’s
Survivor), and, in the event the Company exercises such option, the Participant
(or the Participant’s Survivor) shall be obligated to sell to the Company (or
its designee), at a price per Granted Share equal to the Purchase Price, up to
288,000 (the “Vesting Shares”) of the Granted Shares set forth in clauses
(i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s
Lapsing Repurchase Right shall be valid for a period of one year commencing
with the date of such termination of employment or service. Notwithstanding any
other provision hereof, in the event the Company is prohibited during such one
year period from exercising its Lapsing Repurchase Right by Section 160 of
the Delaware General Corporation Law as amended from time to time (or any
successor provision), then the time period during which such Lapsing Repurchase
Right may be exercised shall be extended until 30 days after the Company is
first not so prohibited. For the purposes of this Agreement, “Date of Reference”
shall be June 23, 2006.


 


(i)            If such termination is prior
to the first anniversary of the Date of Reference, the Company shall have the
option to repurchase all of the Vesting Shares acquired by the Participant hereunder.


 


(ii)           If such termination is on or
after the first anniversary of the Date of Reference, but prior to the third
anniversary of the Date of Reference, the Company shall have the option to
repurchase all of the Vesting Shares less one-third of the Vesting Shares for
each full 12 month period elapsed after the Date of Reference that the
Participant continues to serve as an employee, director or consultant of the
Company or an Affiliate.


 


(iii)          For the avoidance of doubt,
the 192,000 of the Granted Shares that are not Vesting Shares shall not be
subject to repurchase under the Company’s Lapsing Repurchase Right.


 


(b)           Effect of Termination for Disability or upon Death. The following
rules apply if the Participant ceases to be an employee, director or consultant
of the Company or an Affiliate by reason of Disability or death: to the extent
the Company’s Lapsing Repurchase Right has not lapsed as of the date of
Disability or death, as case may be, the Company may exercise such Lapsing
Repurchase Right; provided, however, that the Company’s Lapsing Repurchase
Right shall be deemed to have lapsed to the extent of a pro rata portion of the
Granted Shares through the date of Disability or death, as would have lapsed
had the Participant not become Disabled or died, as the case may be. The
proration shall be based upon the number of days accrued in such current
vesting period prior to the Participant’s date of Disability or death, as the
case may be.


 


(c)           Effect of a For Cause Termination.
Notwithstanding anything to the contrary contained in this Agreement, in the
event the Company or an Affiliate terminates the


 


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Participant’s employment or service for “cause” (as defined in the
Plan) or in the event the Administrator determines, within one year after the
Participant’s termination, that either prior or subsequent to the Participant’s
termination the Participant engaged in conduct that would constitute “cause,”
all of the Granted Shares then held by the Participant shall be forfeited to
the Company immediately as of the time the Participant is notified that he or
she has been terminated for “cause” or that he or she engaged in conduct which
would constitute “cause”.


 


(d)           Effect of Change of Control. Except as
otherwise provided in Subsection 2.1(c) above, the Company’s Lapsing
Repurchase Right shall terminate, and the Participant’s ownership of all
Granted Shares then owned by the Participant shall become vested in accordance
with the terms and conditions set forth in Section 24 of the Plan.


 


(e)           Closing. In the event that the
Company exercises the Lapsing Repurchase Right, the Company shall notify the
Participant, or, in the case of the Participant’s death, his or her Survivor,
in writing of its intent to repurchase the Granted Shares. Such notice may be
mailed by the Company up to and including the last day of the time period
provided for above for exercise of the Lapsing Repurchase Right. The notice
shall specify the place, time and date for payment of the repurchase price (the
“Closing”) and the number of Granted Shares with respect to which the Company
is exercising the Lapsing Repurchase Right. The Closing shall be not less than
ten days nor more than 60 days from the date of mailing of the notice, and the
Participant or the Participant’s Survivor with respect to the Granted Shares
which the Company elects to repurchase shall have no further rights as the
owner thereof from and after the date specified in the notice. At the Closing,
the repurchase price shall be delivered to the Participant or the Participant’s
Survivor and the Granted Shares being repurchased, duly endorsed for transfer,
shall, to the extent that they are not then in the possession of the Company,
be delivered to the Company by the Participant or the Participant’s Survivor.


 


(f)            Escrow. The certificates
representing all Granted Shares acquired by the Participant hereunder which
from time to time are subject to the Lapsing Repurchase Right shall be
delivered to the Company and the Company shall hold such Granted Shares in
escrow as provided in this Subsection 2.1(f). The Company shall promptly
release from escrow and deliver to the Participant a certificate for the whole
number of Granted Shares, if any, as to which the Company’s Lapsing Repurchase Right
has lapsed as the Participant’s ownership of such Granted Shares becomes vested
from time to time. In the event of a repurchase by the Company of Granted
Shares subject to the Lapsing Repurchase Right, the Company shall release from
escrow and cancel a certificate for the number of Granted Shares so
repurchased. Any securities distributed in respect of the Granted Shares held
in escrow, including, without limitation, shares issued as a result of stock
splits, stock dividends or other recapitalizations, shall also be held in
escrow in the same manner as the Granted Shares.


 


(g)           Prohibition on Transfer. The
Participant recognizes and agrees that all Granted Shares which are subject to
the Lapsing Repurchase Right may not be sold, transferred, assigned, hypothecated,
pledged, encumbered or otherwise disposed of, whether voluntarily or by
operation of law, other than to the Company (or its designee). However, the
Participant, with the approval of the Administrator, may transfer the Granted
Shares for no consideration to or for the benefit of the Participant’s
Immediate Family (including, without limitation, to a trust for the


 


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benefit of the Participant’s Immediate Family or to a partnership or
limited liability company for one or more members of the Participant’s
Immediate Family), subject to such limits as the Administrator may establish,
and the transferee shall remain subject to all the terms and conditions
applicable to this Agreement prior to such transfer and each such transferee
shall so acknowledge in writing as a condition precedent to the effectiveness
of such transfer. The term “Immediate Family” shall mean the Participant’s
spouse, former spouse, parents, children, stepchildren, adoptive relationships,
sisters, brothers, nieces and nephews and grandchildren (and, for this purpose,
shall also include the Participant. The Company shall not be required to
transfer any Granted Shares on its books which shall have been sold, assigned
or otherwise transferred in violation of this Subsection 2.1(g), or to treat as
the owner of such Granted Shares, or to accord the right to vote as such owner
or to pay dividends to, any person or organization to which any such Granted
Shares shall have been so sold, assigned or otherwise transferred, in violation
of this Subsection 2.1(g).


 


(h)           Failure to Deliver Granted Shares to be Repurchased. In the event
that the Granted Shares to be repurchased by the Company under this Agreement
are not in the Company’s possession pursuant to Subsection 2.1(f) above or
otherwise and the Participant or the Participant’s Survivor fails to deliver
such Granted Shares to the Company (or its designee), the Company may elect
(i) to establish a segregated account in the amount of the repurchase
price, such account to be turned over to the Participant or the Participant’s
Survivor upon delivery of such Granted Shares, and (ii) immediately to
take such action as is appropriate to transfer record title of such Granted
Shares from the Participant to the Company (or its designee) and to treat the
Participant and such Granted Shares in all respects as if delivery of such
Granted Shares had been made as required by this Agreement. The Participant
hereby irrevocably grants the Company a power of attorney which shall be
coupled with an interest for the purpose of effectuating the preceding
sentence.


 


(i)            Adjustments. The Plan contains
provisions covering the treatment of Shares in a number of contingencies such
as stock splits and mergers. Provisions in the Plan for adjustment with respect
to the Granted Shares and the related provisions with respect to successors to
the business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.


 


2.2           General Restrictions on Transfer of Granted Shares.


 


(a)           Limitations on Transfer. In addition
to the restrictions set forth above in Section 2.1, the Granted Shares
acquired by the Participant hereunder and no longer subject to the provisions
of Section 2.1 herein (the “Vested Shares”) shall not be transferred by
the Participant except as permitted herein, shall be subject to the provisions
of Sections 2.1 (f), (g) and (h) above and shall be subject to the
repurchase rights described herein.


 


(b)           Right to Repurchase following Termination of Service. If the
Participant’s service as an employee, director or consultant with the Company
or an Affiliate shall be terminated for any reason other than for “cause” (as
defined in the Plan), including due to death or Disability, then the Company shall
have the option to repurchase the Vested Shares not


 


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previously repurchased in accordance with the provisions of
Section 2.1 of this Agreement as follows:


 


(i)            The Company’s option to
repurchase the Vested Shares in the event of termination of service under this
Section 2.2(b) shall be valid for a period of one year commencing
with the date of such termination of service.


 


(ii)           In the event the Company
shall be entitled to and shall elect to exercise its option to repurchase the
Vested Shares under this Section 2.2(b), the Company shall notify the
Participant, or in case of death, his or her Survivor, in writing of its intent
to repurchase the Vested Shares. Such written notice may be mailed by the Company
up to and including the last day of the time period provided for in
Section 2.2(b)(i) for exercise of the Company’s option to repurchase.


 


(iii)          The written notice to the
Participant shall specify the address at, and the time and date on, which
payment of the Repurchase Price (as defined herein) is to be made (the “Closing”).
The date specified shall not be less than ten days nor more than 60 days from
the date of the mailing of the notice, and the Participant or the Participant’s
Survivor with respect to the Vested Shares shall have no further rights as the
owner thereof from and after the date specified in the notice. At the Closing,
the Repurchase Price shall be delivered to the Participant or the Participant’s
Survivor and the Vested Shares being purchased, duly endorsed for transfer,
shall, to the extent that they are not then in the possession of the Company,
be delivered to the Company by the Participant or the Participant’s Survivor.


 


(iv)          The price paid per share for
any Vested Shares repurchased hereunder (the “Repurchase Price”) shall equal
the Fair Market Value of such Vested Shares determined in accordance with the
Plan as of the date of termination of service, provided, however, in the event
of a termination by the Company or an Affiliate for “cause” (as defined in the
Plan), the per share repurchase price of the Shares to be sold to the Company
upon exercise of its option under this Section 2.2 shall be equal to the
Purchase Price.


 


(c)           Right to Repurchase on Proposed Transfer. It shall be a
condition precedent to the validity of any sale or other transfer of any Vested
Shares by the Participant that the following restrictions be complied with
(except as hereinafter otherwise provided):


 


(i)            No Vested Shares owned by
the Participant may be sold, pledged or otherwise transferred (including by
gift or devise) to any person or entity, voluntarily, or by operation of law,
except in accordance with the terms and conditions hereinafter set forth.


 


(ii)           Before selling or otherwise
transferring all or part of the Vested Shares, the Participant shall give
written notice of such intention to the Company which notice


 


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shall include the name of the proposed transferee,
the proposed purchase price per share, the terms of payment of such purchase
price and all other matters relating to such sale or transfer and shall be
accompanied by a copy of the binding written agreement of the proposed
transferee to purchase the Vested Shares of the Participant. Such notice shall
constitute a binding offer by the Participant to sell to the Company such
number of the Vested Shares then held by the Participant as are proposed to be
sold in the notice at the monetary price per share designated in such notice,
payable on the terms offered to the Participant by the proposed transferee
(provided, however, that the Company shall not be required to meet any
non-monetary terms of the proposed transfer, including, without limitation,
delivery of other securities in exchange for the Vested Shares proposed to be
sold). The Company shall give written notice to the Participant as to whether
such offer has been accepted in whole by the Company within 60 days after its
receipt of written notice from the Participant. The Company may only accept
such offer in whole and may not accept such offer in part. Such acceptance
notice shall fix a time, location and date for the closing on such purchase (“Closing
Date”) which shall not be less than ten nor more than sixty days after the
giving of the acceptance notice, provided, however, if any of the Shares to be
sold pursuant to this Section 2.2(c) have been held by the
Participant for less than six months, then the Closing Date may be extended by
the Company until no more than ten days after such Shares have been held by the
Participant for six months. At the Closing, the Participant shall accept
payment as set forth herein and shall deliver to the Company in exchange
therefor the Granted Shares being repurchased, duly endorsed for transfer, to
the extent that they are not then in the possession of the Company.


 


(iii)          If the Company shall fail to
accept any such offer, the Participant shall be free to sell all, but not less
than all, of the Vested Shares set forth in his notice to the designated
transferee at the price and terms designated in the Participant’s notice,
provided that (i) such sale is consummated within six months after the
giving of notice by the Participant to the Company as aforesaid, and
(ii) the transferee first agrees in writing to be bound by the provisions
of this Section 2.2(c) so that he or she (and all subsequent transferees)
shall thereafter only be permitted to sell or transfer the Vested Shares in
accordance with the terms hereof. After the expiration of such six months, the
provisions of this Section 2.2(c) shall again apply with respect to
any proposed voluntary transfer of the Vested Shares.


 


(iv)          The provisions of this
Section 2.2(c) may be waived by the Company. Any such waiver may be
unconditional or based upon such conditions as the Company may impose.


 


(v)           The restrictions on transfer
contained in this Section 2.2(c) shall not apply to
(a) transfers by the Participant to his or her spouse or children or to a
trust for the benefit of his or her spouse or children, (b) transfers by
the Participant to his or her guardian or conservator, and (c) or transfers by
the Participant, in the event of his or her death, to his or her executor(s) or
administrator(s) or to trustee(s) under his or her will (collectively, “Permitted
Transferees”); provided however, that in any such event the Vested Shares so
transferred in the hands of each such Permitted Transferee shall remain


 


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subject to this Agreement, and each such Permitted
Transferee shall so acknowledge in writing as a condition precedent to the
effectiveness of such transfer.


 


(d)           The provisions of Section 2.2 (a) through
(d) shall terminate upon the effective date of the registration of the
Shares pursuant to the Securities Exchange Act of 1934.


 


(e)           The Participant agrees that in the event the Company
proposes to offer for sale to the public any of its equity securities and such
Participant is requested by the Company and any underwriter engaged by the
Company in connection with such offering to sign an agreement restricting the
sale or other transfer of Shares, then it will promptly sign such agreement and
will not transfer, whether in privately negotiated transactions or to the
public in open market transactions or otherwise, any Shares or other securities
of the Company held by him or her during such period as is determined by the
Company and the underwriters, not to exceed 90 days following the closing of
the offering, plus such additional period of time as may be required to comply
with Marketplace Rule 2711 of the National Association of Securities
Dealers, Inc. or similar rules thereto (such period, the “Lock-Up
Period”). Such agreement shall be in writing and in form and substance
reasonably satisfactory to the Company and such underwriter and pursuant to
customary and prevailing terms and conditions. Notwithstanding whether the
Participant has signed such an agreement, the Company may impose stop-transfer
instructions with respect to the Shares or other securities of the Company
subject to the foregoing restrictions until the end of the Lock-Up Period.


 


(f)            The Participant acknowledges and agrees that neither
the Company nor, its shareholders nor its directors and officers, has any duty
or obligation to disclose to the Participant any material information regarding
the business of the Company or affecting the value of the Shares before, at the
time of, or following a termination of the employment of the Participant by the
Company or an Affiliate, including, without limitation, any information
concerning plans for the Company to make a public offering of its securities or
to be acquired by or merged with or into another firm or entity.


 


3.             Legend. In addition
to any legend required pursuant to the Plan, all certificates representing the
Granted Shares to be issued to the Participant pursuant to this Agreement shall
have endorsed thereon a legend substantially as follows:


 


“The shares represented by this certificate are
subject to restrictions set forth in a Restricted Stock Agreement dated as of April 17,
2007 with this Company, a copy of which Agreement is available for inspection
at the offices of the Company or will be made available upon request.”


 


4.             Purchase for
Investment; Securities Law Compliance. If the offering and sale of
the Granted Shares have not been effectively registered under the 1933 Act, the
Participant hereby represents and warrants that he or she is acquiring the
Granted Shares for his or her own account, for investment, and not with a view
to, or for sale in connection with, the distribution of any such Granted
Shares. The Participant specifically acknowledges and agrees that any sales of
Granted Shares shall be made in accordance with the requirements of the 1933
Act, in a transaction as to which the Company shall have received an opinion of
counsel satisfactory to it


 


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confirming such compliance. The Participant shall be bound by the
provisions of the following legend which shall be endorsed upon the certificate(s) evidencing
the Shares issued:


 


“The shares represented by this certificate have
been taken for investment and they may not be sold or otherwise transferred by
any person, including a pledgee, unless (1) either (a) a Registration
Statement with respect to such shares shall be effective under the Securities
Act of 1933, as amended, or (b) the Company shall have received an opinion
of counsel satisfactory to it that an exemption from registration under such
Act is then available, and (2) there shall have been compliance with all
applicable state securities laws.”


 


5.             Rights as a
Stockholder. The Participant shall have all the rights of a
stockholder with respect to the Granted Shares, including voting and dividend
rights, subject to the transfer and other restrictions set forth herein and in
the Plan.


 


6.             Incorporation
of the Plan. The Participant specifically understands and
agrees that the Granted Shares issued under the Plan are being sold to the
Participant pursuant to the Plan, a copy of which Plan the Participant
acknowledges he or she has read and understands and by which Plan he or she
agrees to be bound. The provisions of the Plan are incorporated herein by
reference.


 


7.             Tax Liability
of the Participant and Payment of Taxes. The Participant acknowledges
and agrees that any income or other taxes due from the Participant with respect
to the Granted Shares issued pursuant to this Agreement, including, without
limitation, the Lapsing Repurchase Right, shall be the Participant’s
responsibility. Without limiting the foregoing, the Participant agrees that, to
the extent that the lapsing of restrictions on disposition of any of the
Granted Shares or the declaration of dividends on any such shares before the
lapse of such restrictions on disposition results in the Participant’s being
deemed to be in receipt of earned income under the provisions of the Code, the
Company shall be entitled to immediate payment from the Participant of the
amount of any tax required to be withheld by the Company.


 


Upon execution of this Agreement, the Participant
may file an election under Section 83 of the Code in substantially the
form attached as Exhibit B. The Participant acknowledges that if he
does not file such an election, as the Granted Shares are released from the
Lapsing Repurchase Right in accordance with Section 2.1, the Participant
will have income for tax purposes equal to the fair market value of the Granted
Shares at such date, less the price paid for the Granted Shares by the
Participant.


 


8.             Equitable
Relief. The Participant specifically acknowledges and agrees that in the
event of a breach or threatened breach of the provisions of this Agreement or
the Plan, including the attempted transfer of the Granted Shares by the
Participant in violation of this Agreement, monetary damages may not be
adequate to compensate the Company, and, therefore, in the event of such a
breach or threatened breach, in addition to any right to damages, the Company
shall be entitled to equitable relief in any court having competent jurisdiction.
Nothing herein shall be construed as prohibiting the Company from pursuing any
other remedies available to it for any such breach or threatened breach.


 


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9.             No Obligation
to Maintain Relationship. The Company is not by the Plan or this
Agreement obligated to continue the Participant as an employee, director or
consultant of the Company or an Affiliate. The Participant acknowledges:
(i) that the Plan is discretionary in nature and may be suspended or terminated
by the Company at any time; (ii) that the grant of the Shares is a
one-time benefit which does not create any contractual or other right to
receive future grants of shares, or benefits in lieu of shares; (iii) that
all determinations with respect to any such future grants, including, but not
limited to, the times when shares shall be granted, the number of shares to be
granted, the purchase price, and the time or times when each share shall be
free from a lapsing repurchase right, will be at the sole discretion of the
Company; (iv) that the Participant’s participation in the Plan is
voluntary; (v) that the value of the Shares is an extraordinary item of
compensation which is outside the scope of the Participant’s employment
contract, if any; and (vi) that the Shares are not part of normal or
expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments.


 


10.           Notices. Any notices required or
permitted by the terms of this Agreement or the Plan shall be given by
recognized courier service, facsimile, registered or certified mail, return
receipt requested, addressed as follows:


 


If to the Company:


 


HealthpointCapital Dental Holdings, Inc.


One Perimeter Park South, Suite 230S


Birmingham, AL 35243


 


If to the Participant:


 


R. Steven Boggan


1472 Legacy Drive 


Hoover, AL 35242


 


 


or to such other address or addresses of which notice in the same
manner has previously been given. Any such notice shall be deemed to have been
given on the earliest of receipt, one business day following delivery by the
sender to a recognized courier service, or three business days following
mailing by registered or certified mail.


 


11.           Benefit of Agreement. Subject to the provisions
of the Plan and the other provisions hereof, this Agreement shall be for the
benefit of and shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto.


 


12.           Governing Law. This Agreement shall be
construed and enforced in accordance with the laws of the State of Delaware,
without giving effect to the conflict of law principles thereof. For the
purpose of litigating any dispute that arises under this Agreement, whether at
law or in equity, the parties hereby consent to exclusive jurisdiction in New
York and agree that


 


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such litigation shall be conducted in the courts of New York County,
New York or the federal courts of the United States for the Southern District
of New York.


 


13.           Severability. If any provision of this
Agreement is held to be invalid or unenforceable by a court of competent
jurisdiction, then such provision or provisions shall be modified to the extent
necessary to make such provision valid and enforceable, and to the extent that
this is impossible, then such provision shall be deemed to be excised from this
Agreement, and the validity, legality and enforceability of the rest of this
Agreement shall not be affected thereby.


 


14.           Entire Agreement. This Agreement, together
with the Plan, constitutes the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
prior oral or written agreements and understandings relating to the subject
matter hereof. No statement, representation, warranty, covenant or agreement
not expressly set forth in this Agreement shall affect or be used to interpret,
change or restrict the express terms and provisions of this Agreement provided,
however, in any event, this Agreement shall be subject to and governed by the
Plan.


 


15.           Modifications and Amendments; Waivers and Consents. The terms and
provisions of this Agreement may be modified or amended as provided in the
Plan. Except as provided in the Plan, the terms and provisions of this
Agreement may be waived, or consent for the departure therefrom granted, only
by written document executed by the party entitled to the benefits of such
terms or provisions. No such waiver or consent shall be deemed to be or shall
constitute a waiver or consent with respect to any other terms or provisions of
this Agreement, whether or not similar. Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 


16.           Consent of Spouse/Domestic Partner. If the
Participant has a spouse or a domestic partner as of the date of this
Agreement, the Participant’s spouse or domestic partner shall execute a Consent
of Spouse/Domestic Partner in the form of Exhibit A hereto,
effective as of the date hereof. Such consent shall not be deemed to confer or
convey to the spouse or domestic partner any rights in the Granted Shares that
do not otherwise exist by operation of law or the agreement of the parties. If
the Participant subsequent to the date hereof, marries, remarries or applies to
the Company for domestic partner benefits, the Participant shall, not later
than 60 days thereafter, obtain his or her new spouse/domestic partner’s
acknowledgement of and consent to the existence and binding effect of all
restrictions contained in this Agreement by having such spouse/domestic partner
execute and deliver a Consent of Spouse/Domestic Partner in the form of Exhibit A.


 


17.           Counterparts. This Agreement may be
executed in one or more counterparts, and by different parties hereto on
separate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


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18.           Data Privacy. By entering into this
Agreement, the Participant: (i) authorizes the Company and each Affiliate,
and any agent of the Company or any Affiliate administering the Plan or
providing Plan record keeping services, to disclose to the Company or any of
its Affiliates such information and data as the Company or any such Affiliate
shall request in order to facilitate the grant of Shares and the administration
of the Plan; (ii) waives any data privacy rights he or she may have with
respect to such information; and (iii) authorizes the Company and each
Affiliate to store and transmit such information in electronic form.


 


 


[THE NEXT PAGE IS THE
SIGNATURE PAGE]


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.


 


	
   

  	
  HealthpointCapital Dental Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mortimer Berkowitz, III

  
	
   

  	
  Name:

  	
  Mortimer Berkowitz, III

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
  /s/ R. Steven Boggan

  
	
   

  	
  Name: R. Steven Boggan

  



 


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