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Exhibit 10.1
FORM OF
SECURED PROMISSORY NOTE
$____________________ El Segundo, California
Date: June 15, 2000
FOR VALUE RECEIVED, the undersigned, _____________________, (the
"BORROWER") promises to pay to the order of Gentle Dental Management, Inc., a
Delaware corporation (the "COMPANY"), the principal sum of
_______________________ Dollars ($__________), with interest from the date
hereof on the unpaid principal at the rate of __________ percent (___%),
compounded annually. The entire unpaid balance of principal and interest shall
be payable on June __, 2004. All amounts payable under this promissory note
(this "NOTE") shall be payable in lawful money of the United States of America.
The performance of Borrower's obligations hereunder are secured by that certain
Pledge and Security Agreement (the "Pledge Agreement") of even date herewith by
and between the Company and Borrower.
The principal and accrued interest due under this Note will be with
full recourse to the Borrower only until June __, 2002, at which time the loan
and accrued interest will be with recourse only to the Collateral (as defined in
the Pledge Agreement).
The Borrower at his option may prepay this Note in whole or in part
without penalty at any time or from time to time prior to the due date for
full payment, on ten (10) days' prior written notice to the Company. Any such
prepayments shall be applied first to accrued and unpaid interest and then to
principal on this Note. The Borrower may prepay this Note in cash or through
the exchange of InterDent, Inc. Common Stock or options to purchase the
Common Stock of InterDent, Inc. (based on the fair market value of InterDent,
Inc. common stock, which shall equal the average of the market closing price
of the ten (10) most recent trading days prior to the written notice if
InterDent, Inc. is publicly traded, or based on the good faith determination
of the InterDent, Inc. Board of Directors if InterDent, Inc. is not publicly
traded); provided, however, that after June __, 2002, the value of the Common
Stock exchanged ("Exchange Value") shall be the greater of the fair market
value as determined above or $6.125 per share; and, provided further that
after June __, 2002 if the Employee remains employed by the Company and the
Note or any portion remains outstanding, the Company shall return to the
Employee any Collateral in excess of the amount needed to secure the
principle amount of the Loan, valuing the Common Stock at its Exchange Value
as described above. In the event that the current fair market value of the
shares, as determined above, exceeds $6.125, additional Collateral will be
retained by the Company to secure the accrued interest to that date.
If Borrower voluntarily terminates employment his relationship with
InterDent, Inc. or is terminated for cause, the entire unpaid balance of
principal and accrued interest under this instrument shall become due and
payable within ten (10) days.
If payment is not made when due such failure to pay shall constitute an
Event of Default. After an Event of Default, if suit is commenced to collect
this Note or any portion hereof, or to effect the collection of any judgment for
failure to make payment hereunder when and as due, such attorneys' fees and
costs as the court may deem reasonable shall be added to the principal amount
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of this Note. The Borrower hereby waives presentment for payment, protest,
notice of protest and notice of non-payment of this Note.
This Note shall be governed by, and construed and enforced in
accordance with the laws of the State of California, without regard to conflicts
of laws principles.
Any provision of this Note may be amended, waived or modified upon the
written consent of each of the Borrower and the Company.
IN WITNESS WHEREOF, the undersigned has signed, dated and delivered
this note as of the date and year first above written.
BORROWER:
____________________________
Name:_______________________
Acknowledged:
GENTLE DENTAL MANAGEMENT, INC.
______________________
Steven Matzkin, D.D.S.
President
