Employment Offer Letter between BriteSmile, Inc. and Michael Whan (President, Worldwide Marketing)

Summary

BriteSmile, Inc. offers Michael Whan the position of President, Worldwide Marketing, responsible for advertising, public relations, internet presence, and marketing staff. The offer includes a $350,000 annual salary, stock options for 200,000 shares, and an incentive bonus based on company performance. If the company is sold and Whan does not remain, he will receive a 12-month severance. The package also covers up to $50,000 in moving expenses and up to $150,000 for a home down payment. The agreement outlines key compensation and employment terms.

EX-10.A 2 0002.txt EXHIBIT 10.A 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