20
March 17, 2000
Mr. Michael Whan
7338 Grebe Drive
Carlsbad, CA 92009
Dear Mike,
This letter will serve as an offer of employment with BriteSmile, Inc. Walnut
Creek, California.
o Title/Responsibilities
President, Worldwide Marketing -responsible for:
-Advertising
-Public Relations
-Internet/Website
-Collateral (BriteSmile Centers and Associated Centers)
-Supervision and administration of outsourcing
-Supervision and direction of marketing staff
o Base Salary
$350,000 per annum (salary checks issued twice per month)
o Stock Option
A total of 200,000 shares at fair market value dated at the day you agree
to join BriteSmile.
100,000 shares vest on starting date and 100,000 shares vest over five
years (20,000 shares per year).
o Incentive Bonus Plan
The bonus plan is based on procedures per chair within the entire
BriteSmile network (Center and Associated Center chairs) as follows:
1.0 to 1.3 procedures per chair per day = .50(cent)per procedure
1.4 to 1.8 procedures per chair per day = .75(cent)per procedure
1.9 and over procedures per chair per day = $1.00 per procedure
This incentive, if earned, will pay out once per year at the end of the
fiscal year (April).
o BriteSmile Sells Company
Should BriteSmile be sold or acquired by a different shareholder group or a
private company, a 12 month severance will be paid to you over a 12 month
period should you not stay with the company.
o Moving Expenses
A total of $50,000 allowance or actual moving expense. Covers three months
rent at temporary living location as well as direct moving expenses.
o Home Equalization (down payment)
BriteSmile will pay up to $150,000 (net), it is to be grossed up to cover
taxes for the above item.
Mike, I trust the above covers all items per our deliberations, but more
importantly we are delighted that you will be joining the BriteSmile team and we
look forward to our working relationship.
Sincerely,
John Reed
