Presently, the Board of Directors consists of five directors, James M. Usdan
, Ira Glazer, Paul Kreie, Frank A. Baynham and Edward L. Kuntz.
...Mr. Usdan, CASTLE DENTAL CENTERS INC's Chief Executive Officer, and Edward Kuntz have also been designated to serve on the Board of Directors of CASTLE DENTAL CENTERS INC pursuant to the Investors Agreement.
The board of directors recommends a vote for James M. Usdan
, Ira Glazer, Paul Kreie, Frank A. Baynham and Edward L. Kuntz as directors to hold office until the 2003 Annual Meeting and until their successors are elected and qualified.
...James M. Usdan Chief Executive Officer, President and Director
...James M. Usdan became President, Chief Executive Officer and a director of CASTLE DENTAL CENTERS INC in July 2001.From 1998 to 2001, Mr. Usdan was President and CEO of NextCare Hospitals, Inc., a privately owned provider of long-term acute care hospital services.From 1990 to 1998, Mr. Usdan was President, Chief Executive Officer and a director of RehabCare Group, Inc., a publicly traded provider of temporary healthcare staffing and therapy program management for hospitals and long-term care facilities.Mr. Usdan serves on the Board of Metro 1 Telecommunications, Inc. and is on the advisory boards of Maryville College and the Harvard University School of Public Health.Mr. Usdan, as the Chief Executive Officer of CASTLE DENTAL CENTERS INC, is entitled to be appointed as a director pursuant to the Investors Agreement and his employment agreement.Mr. Usdan received a Bachelor of Arts degree from Harvard College.
...James M. Usdan (2)
...James M. Usdan (2)
... - ------------ (1) Other annual compensation paid to Mr. Castle and Mr. Slack in 1999, 2000 and 2001 consisted of automobile allowances. (2) Mr. Usdan was appointed as Chief Executive Officer on July 1, 2001.
...All other compensation paid to Mr. Usdan consisted of temporary housing expenses. (3) Mr. Glazer served as Chief Executive Officer from February 15, 2001 through June 30, 2001.
On July 19, 2002 CASTLE DENTAL CENTERS INC
entered into a three-year employment agreement with James M. Usdan
.Following the initial three-year term, the employment agreement is automatically renewed for successive one year terms unless terminated by CASTLE DENTAL CENTERS INC
or Mr. Usdan
.The employment agreement provides that Mr. Usdan shall be elected as a member of the Board of Directors of the Company as long as he is the Chief Executive Officer.
The employment agreement provides for a base annual salary of $362,500, subject to increase if CASTLE DENTAL CENTERS INC
meets performance targets.Mr. Usdan
is entitled to a guaranteed bonus of $66,667 for 2002 and is eligible for an annual bonus of up to 100% of his
salary.The amount of any annual bonus is determined by the Compensation Committee
of CASTLE DENTAL CENTERS INC
's Board of Directors.Mr. Usdan
is entitled to reimbursement of expenses, and to participate in all benefit, incentive, insurance, disability and other similar plans provided by the Company.In addition, Mr. Usdan's employment agreement requires CASTLE DENTAL CENTERS INC
to grant options to purchase 11 2,500,000 shares of Common Stock at an exercise price of $.12 per share pursuant to the Castle Dental Centers, Inc.
2002 Stock Option Plan (the "2002 Plan").Twenty-percent of the options will vested immediately following the Grant and an additional 20% vest annually on the anniversary date of the grant.CASTLE DENTAL CENTERS INC
may terminate Mr. Usdan's agreement for "cause."Cause is defined in the employment agreement to include the failure to provide services, fraud or embezzlement, committing any act with the intent to injure CASTLE DENTAL CENTERS INC
, conviction of a felony, misappropriation of Company property, personal misconduct that has materially injured CASTLE DENTAL CENTERS INC
, or willfully violating laws or regulations relating to CASTLE DENTAL CENTERS INC
's business.If Mr. Usdan
is terminated without cause or terminates the agreement for good reason, CASTLE DENTAL CENTERS INC
must pay Mr. Usdan
a severance amount equal to one year's salary plus the amount of bonus received by Mr. Usdan
in the previous fiscal year, and must continue to provide, at CASTLE DENTAL CENTERS INC
's cost, coverage under CASTLE DENTAL CENTERS INC's
group health plan for the applicable COBRA coverage period.Good reason is defined in the agreement as assigning Mr. Usdan
duties materially inconsistent with his
position, a 15% reduction in Mr. Usdan's salary, a failure by CASTLE DENTAL CENTERS INC
to continue to provide any material benefit, incentive, insurance, disability or similar plan, requiring Mr. Usdan to relocate, materially breaching the agreement, or following a change of control.If Mr. Usdan
's employment is terminated for cause or good reason, subject to any approvals required by loan and other agreements to which CASTLE DENTAL CENTERS INC
is a party, Mr. Usdan may require CASTLE DENTAL CENTERS INC
to repurchase the Usdan Note (defined below) at a price equal to the principal amount outstanding under the Usdan Note at the time of purchase.In addition, CASTLE DENTAL CENTERS INC
will be required to repurchase, at fair market value, any shares of Common Stock issued or issuable pursuant to the Usdan Warrant (defined below) and any shares of Common Stock held by Mr. Usdan
pursuant to a conversion of the Usdan Note.CASTLE DENTAL CENTERS INC
has the right to purchase, on the same terms described in the preceding sentence, the Usdan Note, shares of Common Stock issued or issuable upon exercise of the Usdan Warrant and any shares of Common Stock issued upon exercise of the Usdan Note, if Mr. Usdan's employment is terminated for any reason.If Mr. Usdan
is terminated for cause or terminates the employment agreement without good reason, the purchase price for any shares of Common Stock issued or issuable upon exercise of the Usdan Warrant or issued upon exercise of the Usdan Note that the Company elects to repurchase from Mr. Usdan
is the par value of such stock.
...James M. Usdan
...James M. Usdan
In addition, options were granted to James M. Usdan
under the 1996 Plan in connection with his
initial employment as Chief Executive Officer of the Company.In July 2002, in connection with the Restructuring, the Board of Directors of CASTLE DENTAL CENTERS INC
adopted the 2002 Plan for the benefit of its employees, including executive officers.The 2002 Plan is administered by the Compensation Committee
.The purpose of the 2002 Plan is to maximize stockholder value by encouraging ownership of Common Stock by eligible employees, including executive officers, providing increased incentives for such employees to render services and a maximum amount of effort for the business success of CASTLE DENTAL CENTERS INC
and strengthening identification of such employees with the stockholders.The 2002 Plan also utilizes vesting periods to encourage its executive officers and eligible employees to continue in the employ of CASTLE DENTAL CENTERS INC
.In connection with the Restructuring, additional grants of stock options to CASTLE DENTAL CENTERS INC
's Chief Executive Officer and other officers and directors have been approved for 2002.Stock option grants to CASTLE DENTAL CENTERS INC
's Chief Executive Officer and other executive officers are not made automatically each year and are not considered to be a part of normal annual compensation.
...Compensation Of Chief Executive Officer Jack H. Castle, Jr. resigned as CASTLE DENTAL CENTERS INC's Chief Executive Officer on February 15, 2001, but remained as chairman of the board until July 1, 2001, when Mr. Usdan was hired.
On July 1, 2001, CASTLE DENTAL CENTERS INC
hired James M. Usdan
as its Chief Executive Officer.The Compensation Committee
reviewed information regarding compensation of chief executive officers of dental practice management and other comparable companies and set Mr. Usdan's salary at a level that the Compensation Committee
deemed to be competitive.As a result, Mr. Castle's annual base salary was set at $250,000 in July 2001.In addition, upon taking office, Mr. Usdan
was granted options to purchase 325,000 shares Common Stock.This report is furnished by the Compensation Committee of the Board of Directors
Based solely upon a review of the copies of such reports furnished to the Company and written representations that no other reports were required during 2001, CASTLE DENTAL CENTERS INC
believes that all of CASTLE DENTAL CENTERS INC
's executive officers, directors and ten percent stockholders have complied with all Section 16(a) reporting requirements during 2001 except James M. Usdan
, who failed to timely file a Form 4 reporting the grant of stock 16 options to him in July 2001.
...Certain Relationships and Related Transactions As described above