EXHIBIT 10.15
EMPLOYMENT AGREEMENT
BETWEEN
DENTSPLY INTERNATIONAL INC.
AND
XXXXXX XXXXXX
THIS AGREEMENT is entered into effective as of October 1,
2001, by and between DENTSPLY International Inc., a
Delaware USA corporation ("the Company") and Xxxxxx Xxxxxx,
("Employee").
WHEREAS, Employee currently is a Managing Director and holds the
title of Chief Operating Officer for Degussa Dental GmbH & Co. KG
("DD") under a service contract dated July 4, 2000 (the "Service
Contract");
WHEREAS, Dentsply, through its indirect wholly owned subsidiary,
Dentsply Hanau KG ("Dentsply Hanau"), is acquiring DD;
WHEREAS, Dentsply and Employee desire to enter an agreement for
the employment of Employee, in connection with the business of
Dentsply Hanau, to replace all prior Service Contracts; and
WHEREAS, it is in the best interest of the Company and Employee
that the terms and conditions of Employee's services be formally
set forth.
NOW THEREFORE, in consideration of the mutual covenants herein,
the parties agree as follows:
1. Services
1.1 The Service Contract between Employee and DD is terminated
as of the effective date of this Agreement.
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1.2 The Employee shall be employed by Dentsply and Employee
accepts such employment and agrees to serve the Chief
Operating Officer of Dentsply Hanau until July 2, 2002
and, thereafter, as a Senior Vice President of the
Company, responsible for the operations of Dentsply
Hanau, effective as of the date stated above, and, if
elected thereto, as an officer or director of any
Affiliate, for the term and on the conditions herein set
forth. Employee shall be responsible for the activities
and duties presently associated with this position.
Employee shall perform such other services not
inconsistent with his position as shall from time to time
be assigned to him by the Board of Directors, the Chief
Executive Officer or the President of the Company.
Employee's services shall be performed at a location
suitable for the performance of the Employee's assigned
duties.
1.3 Employee shall at all times devote his full business time
and efforts to the performance of his duties and to
promote the best interests of the Company and its
Affiliates.
2. Period of Employment. Employment of the Employee hereunder
shall begin and continue from the effective date set forth above
and terminate on the happening of any of the following events:
2.1 Death The date of death of Employee;
2.2 Termination by Employee Without Good Reason The date
specified in a written notice of termination given to
the Company by Employee not less than one hundred
eighty (180) days in advance of such specified date, at
which date the Employee's obligation to perform
services pursuant to this Agreement shall cease.
2.3 Termination by Employee with Good Reason Thirty (30) days
following the date of a written notice of termination
given to the Company by Employee within thirty (30)
days after any one or more of the following events have
occurred:
(a) failure by the Company to maintain the duties, status and
responsibilities of the Employee at a level
substantially no less than those of Employee's
position as of the date of the Agreement, or
(b) a reduction by the Company in Employee's base salary as in
effect as of the date hereof plus all increases
therein subsequent thereto; other than any
reduction implemented as part of a formal
austerity program approved by the Board of
Directors of Dentsply and applicable to all
continuing employees of the Company, provided such
reduction does not reduce Employee's salary by a
percentage greater than the average reduction in
the compensation of all employees who continue as
employees of the Company during such austerity
program; or
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(c) the failure of the Company to maintain and to continue
Employee's participation in the benefit plans of
the Company or Dentsply Hanau, as applicable, in
accordance with the provisions of such plans, as
in effect from time to time on a basis
substantially equivalent to the participation and
benefits of Company employees similarly situated
to the Employee; or
(d) any substantial and uncorrected breach of the Agreement by
the Company.
2.4 Termination by the Company Upon written notice of
termination given to Employee by the Company not less than one
hundred eighty (180) days in advance of the date of termination,
the Employee's obligation to perform services pursuant to this
Agreement shall cease as of the date of termination stated in
such notice. The Company may release the Employee from the
performance of services after the provision of notice of
termination.
3. Payments to Employee
3.1 During the Period of Employment, the Employee shall be paid
for all services to be performed by Employee hereunder,
a salary of not less than 262,824 Euro per annum during
2001 and 295,677 Euro per annum beginning in 2002, or
such larger amount as may from time to time be fixed by
the Board of Directors of the Company or, if
applicable, by the Human Resources (or successor )
Committee of the Board, payable in accordance with the
normal pay schedule for Dentsply Hanau, or other
Affiliate where Employee may be working.
3.2 During the Period of Employment, Employee shall be entitled
to participate in all plans and other benefits made
available by the Company generally to its German
operations executive employees, provided that Employee
will be paid a bonus amount by the Company so that
Employee's total bonus in 2001 paid by DD and the
Company is no less than 109,510 Euro. Any payments to
be made to Employee under other provisions of this
Section 3 shall not be diminished by any payments made
or to be made to Employee or his designees pursuant to
any such plan, nor shall any payments to be made to
Employee or his designees pursuant to any such plan be
diminished by any payment made or to be made to
Employee under other provisions of this Section 3.
3.3 Upon termination of the Period of Employment for whatever
reason, Employee shall be entitled to receive the
compensation accrued and unpaid as of the date of his
termination. If Employee at the time of termination is
eligible to participate in any Company incentive or
bonus plan then in effect, Employee shall be entitled
to receive a pro-rata share of such incentive or bonus
award based upon the number of days he is employed
during the plan year up to the date of his
termination. Such pro-rata amount shall be calculated
in the usual way and paid at the usual time.
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3.4 If the Period of Employment terminates upon the death of
Employee, the Company shall continue payment of his
then current salary for a period of 12 months from the
date of death, together with his pro-rata share of any
incentive or bonus payments due for the period prior to
his death, to Employee's designated beneficiary or, if
no beneficiary has been effectively designated, then to
Employee's estate.
3.5 If the Period of Employment is terminated by the Employee
under Section 2.3, or by the Company under Section 2.4,
the Company shall continue to pay compensation and
provide benefits to the employee as provided in this
Section 3.5 for a period (the "Termination Period")
beginning on the date of termination and ending on the
earlier of: (i) the second annual anniversary of the
date that the Company provided notice to the Employee
under Section 2.4; or (ii) the date on which the
Employee would attain age 65, as follows:
(a) Compensation shall be paid to the Employee at the rate of
salary being paid to Employee under Section 3.1
immediately before the date of notice of
termination.
(b) Bonus and incentive compensation shall be paid to the
Employee in accordance with plans approved by the
Board of Directors and similar to which the
Employee participated at the date of notice of
termination, using the same formula and
calculations under any such plan as if termination
had not occurred. The Employee shall not be
entitled to receive any further grants of stock
options under any stock option or similar such
plan subsequent to the date of termination but
outstanding stock options shall continue to vest
during the Termination Period in accordance with
the applicable stock option plan.
(c) Employee shall receive the benefits that would have been
accrued by the Employee during the Termination
Period from participation by the Employee under
any pension, profit sharing, employee stock
ownership plan ("ESOP") or similar retirement plan
or plans of the Company or any Affiliate in which
the Employee participated immediately before the
date of notice of termination, in accordance with
the terms of any such plan (or, if not available,
in lieu thereof be compensated for such benefits),
based on service the Employee would have had
during the Termination Period and compensation
(and, if applicable, bonus and incentive
compensation)as determined under Section (a) (and,
if applicable, Subsection (b) above);
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(d) Employee shall receive continued coverage during the
Termination Period under all employee disability,
annuity, insurance or other employee welfare
benefit plans, programs or arrangements of the
Company or any Affiliate in which Employee
participated immediately before the notice of
termination, plus all improvements subsequent
thereto (or, if not available, in lieu thereof be
compensated for such coverage); and
(e) In the event of the death of Employee during the Termination
Period, the Company shall continue to make the
payments under Subsections 3.5(a) for the period
which is the lesser of the remainder of the
Termination Period or twelve (12) months and shall
pay any bonuses under Subsection 3.5 (b) on a
pro-rata basis until the date of Employee's
death, to Employee's designated beneficiary or,
if no beneficiary has been effectively designated,
then to Employee's estate.
Except as provided in Section 3.6, payment of
compensation under Subsection 3.5(a) above shall be
made at the same time as payments of compensation under
Section 3.1, and payments of other benefits under
Subsection 3.5(b) and (c) shall be paid at the same
time and to the same person as compensation or benefits
would have been paid under the plan, program or
arrangement to which they relate (after taking into
account any election made by the Employee with respect
to payments under such plan, program or arrangement and
shall be pro-rated for any partial year through the
date of expiration of the Termination Period).
3.6 If at any time after a Change of Control the Period of
Employment is terminated by the Employee under Section
2.3, or the Company terminates or gives written notice
of termination of the Period of Employment to the
Employee (whether or not in accordance with Section
2.4), then in lieu of the periodic payment of the
amounts specified in Subsections 3.5(a), (b) and (c)
(except as may be otherwise prohibited by law or by
said plans), the Company, at the written election of
Employee, shall pay to Employee within five (5)
business days of such termination or notice of
termination the present value of the amounts specified
in Subsections 3.5(a), (b) and (c), discounted at the
greatest rate of interest then payable by Mellon Bank
(or its successor) on any federally insured savings
account into which Employee could deposit such amount
and make immediate withdrawals therefrom without
penalty, and shall provide for the remainder of the
Termination Period, if any, the benefit coverage
required by Subsection 3.5(d). Employee shall not be
required to mitigate damages payable under this Section
3.6.
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3.7 In no event will the Company be obligated to continue
Employee's compensation and other benefits under the
Agreement beyond Employee's sixty-fifth (65th) birthday
or if Employee's employment is terminated because of
gross negligence or significant willful misconduct
(e.g. conviction of misappropriation of corporate
assets or serious criminal offense).
4. Non-Competition Agreement During the Period of Employment,
the Termination Period, and for a period of two (2) years after
the termination of the Termination Period, Employee shall not,
without the written consent of the Company, directly or
indirectly be employed or retained by, or render any services
for, or be financially interested in, any firm or corporation
engaged in any business which is competitive with any business in
which the Company or any of its Affiliates may have been engaged
during the Period of Employment. The foregoing restriction shall
not apply to the purchase by Employee of up to 5% of the
outstanding shares of capital stock of any corporation whose
securities are listed on any national securities exchange.
5. Loyalty Commitments During and after the Period of
Employment: (a) Employee shall not disclose any confidential
business information about the affairs of the Company or any of
its Affiliates; and (b) Employee shall not, without the prior
written consent of the Company, induce or attempt to induce any
employee or agency representative of the Company or any Affiliate
to leave the employment or representation of the Company or such
Affiliate.
6. Separability of Provisions The terms of this Agreement
shall be considered to be separable from each other, and in the
event any shall be found to be invalid, it shall not affect the
validity of the remaining terms.
7. Binding Effect This Agreement shall be binding upon and
inure to the benefit of (a) the Company and its successors and
assigns, and (b) Employee, his personal representatives, heirs
and legatees.
8. Entire Agreement This Agreement constitutes the entire
agreement between the parties and supersedes and revokes all
prior oral or written understandings between the parties relating
to Employee's employment, including specifically the Service
Contract dated July 4, 2000 and all prior Service Contracts,
except with respect to matters addressed in the offer letter
dated July 31, 2001 between the parties, to the extent such
matters are not covered in this Agreement. The Agreement may not
be changed orally but only by a written document signed by the
party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.
9. Definitions The following terms herein shall (unless
otherwise expressly provided) have the following respective
meanings:
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9.1 "Affiliate" when used with reference to the Company means
any corporations, joint ventures or other business
enterprises directly or indirectly controlling,
controlled by, or under common control with the Company.
For purposes of this definition, "control" means
ownership or power to vote 50% or more of the voting
stock, venture interests or other comparable
participation in such business enterprises.
9.2 "Period of Employment" means the period commencing on the
date hereof and terminating pursuant to Section 2.
9.3 "Beneficiary" means the person or persons designated in
writing by Employee to Company.
9.4 "Change of Control" means any event by which (i) an
Acquiring Person has become such, or (ii) Continuing
Directors cease to comprise a majority of the members of
the Board of Directors of the Company or the applicable
Parent of the Company (a "Board"). For purposes of this
definition:
(a) An "Acquiring Person" means any person or group (as defined
in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended, and the rules and regulations
promulgated thereunder as in effect on the date of
this Agreement (the "Exchange Act") who or which,
together with all affiliates and associates (as
defined in Rule 12B-2 under the Exchange Act)
becomes, by way of any transaction, the beneficial
owner of shares of the Company, or such Parent,
having 20% or more of (i) the then outstanding
shares of Common Stock of the Company or such
Parent, or (ii) the voting power of then
outstanding voting securities of the Company, or
such Parent, entitled to vote generally in the
election of directors of the Company or such
Parent; and
(b) "Continuing Director" means any member of a Board, while
such person is a member of such Board who is not
an Acquiring Person, or an affiliate or associate
of an Acquiring Person or a representative of an
Acquiring Person or of any such affiliate or
associate and who (i) was a member of such Board
prior to the date of this Agreement, or (ii)
subsequently becomes a member of such Board and
whose nomination for election or election to such
Board is recommended or approved by resolution of
a majority of the Continuing Directors or who is
included as a nominee in a proxy statement of the
Company or the applicable Parent distributed when
a majority of such Board consists of Continuing
Directors.
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9.5 "Parent" means any Affiliate directly or indirectly
controlling (within the meaning of Section 9.1) the
Company.
10. Notices Where there is provision herein for the delivery of
written notice to either of the parties, such notice shall be
deemed to have been delivered for the purposes of this Agreement
when delivered in person, by recognized delivery service, or
placed in a sealed, postpaid envelope addressed to such party and
mailed by registered mail, return receipt requested to the
address set forth below or the most recent address as may be on
the Company records for the Employee:
Xxxxxx Xxxxxx Drosselweg Xxxxxx 0
Xxxxxxx, Xxxxxxx
00000
DENTSPLY International Inc. 000 Xxxx Xxxxxxx Xxxxxx
Xxxx, XX 00000
Attention: Secretary
11. Arbitration Any controversy arising from or related to
the Agreement shall be determined by arbitration in the City of
London, England, in accordance with the rules of the United
States, American Arbitration Association, and judgment upon any
such determination or award may be entered in any court having
jurisdiction. The arbitration shall be conducted in the English
language. In the event of any arbitration between Employee and
Company related to the Agreement, if employee shall be the
successful party, Company will indemnify and reimburse Employee
against any reasonable legal fees and expenses incurred in such
arbitration.
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12. Applicable Law the Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of
Pennsylvania.
IN WITNESS WHEREOF, the parties have executed the Agreement
on the day and year first above written.
Attest: DENTSPLY INTERNATIONAL INC.
__________________________________ By:
Secretary ________________________________
Chief Executive Officer
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Xxxxxx Xxxxxx
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