Employment Agreement This Employment Agreement (this “Agreement”), is entered into as of August 19, 2022 (the “Effective Date”) by and between DENTSPLY SIRONA Inc., a Delaware corporation (the “Company”) and Simon Campion (“Executive”) (collectively...
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Employment Agreement This Employment Agreement (this “Agreement”), is entered into as of August 19, 2022 (the “Effective Date”) by and between DENTSPLY SIRONA Inc., a Delaware corporation (the “Company”) and Xxxxx Xxxxxxx (“Executive”) (collectively referred to herein as the “Parties”). RECITALS A. Executive and the Company mutually desire that Executive provide services to the Company on the terms provided herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the Parties hereto agree as follows: 1. Employment. (a) General. The Company shall employ Executive and Executive shall remain in the employ of the Company, for the period and in the position set forth in this Section 1, and subject to the other terms and conditions provided herein. (b) Employment Term. For purposes of this Agreement, the “Term” shall mean the period beginning on September 12, 2022 or such other date as mutually agreed between the Parties (the “Commencement Date”) through but not including the third anniversary of the Commencement Date, and shall automatically renew for successive twenty-four (24) month periods unless no later than ninety (90) days prior to the end of the applicable Term either Party gives notice of non-renewal to the other in which case Executive’s employment will terminate at the end of the then-applicable Term, subject to earlier termination as provided in Section 3. (c) Position, Reporting and Duties. Executive shall serve as the President and Chief Executive Officer of the Company. Executive shall report to the Board of Directors of the Company (the “Board”) and shall have such duties, authority, and responsibilities as are customary for such positions in a Delaware corporation (subject to the control of the Board and its committees), and shall perform such other duties as may be requested by the Board. Executive shall devote substantially all of Executive’s working time and efforts to the business and affairs of the Company (which shall include service to its “Affiliates” (within the meaning of Rule 12b- 2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended from time to time)) and shall not engage in outside business activities (including serving on outside boards or committees) without the consent of the Board, provided that Executive shall be permitted to (i) manage Executive’s personal, financial and legal affairs, (ii) serve on the board of directors of privately held not-for-profit or tax-exempt charitable organizations, and (iii) subject to approval by the Board, serve on the board of directors of up to two (2) publicly traded or privately held companies not described in prong (ii), in each case, subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive’s performance of Executive’s duties and responsibilities hereunder. Executive agrees to observe and comply with the rules and policies of the Company and its Affiliates as adopted by the Company or its
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2 Affiliates from time to time, in each case, as amended from time to time, as set forth in writing, and as delivered or made available to Executive, including, without limitation, the Company’s Code of Ethics and Business Conduct (each, a “Policy”, and collectively, the “Policies”). (d) Service on Board. The Company shall appoint Executive to the Board effective as of the Commencement Date and use its reasonable best efforts to cause Executive to be re- elected to the Board during the Term. (e) Principal Place of Employment. Executive's principal office shall be the Company’s commercial headquarters in Charlotte, North Carolina, provided that Executive may perform his duties under this Agreement at such other offices as may be appropriate for the performance of his duties as determined in consultation with the Board. The Parties understand that given the nature of Executive’s duties, Executive may be required to travel and perform services at locations other than his principal office from time to time. (f) Certain Executive Representations. Executive represents and warrants that (i) Executive is not subject to any impediment, restriction or restraint that would in any way prohibit, hinder or impair his employment hereunder and his performance as contemplated hereby, (ii) without limiting the foregoing, Executive’s employment hereunder and his performance as contemplated hereby do not and would not in any way conflict with or breach any confidentiality, non-competition, non-solicitation or other common law or contractual obligation of Executive and (iii) Executive has not been the subject of any allegation and, to his knowledge, he has not, (A) breached any law, regulation or code of conduct applicable to him in the course of employment with any former employer or (B) engaged in any act of workplace misconduct or impropriety, including any act of discrimination or harassment. 2. Compensation and Related Matters. (a) Annual Base Salary. During the Term, Executive shall receive a base salary at a minimum rate of one million dollars ($1,000,000) per annum, which shall be paid in accordance with the customary payroll practices of the Company and shall be pro-rated for partial years of employment. Such annual base salary shall be subject to periodic review in accordance with the Company’s regular process for similarly situated Company executives (with the first review for Executive accordingly expected not later than early 2024) and shall be subject to increase but not decrease (such annual base salary, as it may be increased from time to time, the “Annual Base Salary”). (b) Annual Bonus. With respect to each fiscal year of the Company commencing during the Term, Executive will be eligible to participate in an annual incentive program established by the Board. Executive’s annual incentive compensation under such incentive program, (the “Annual Bonus”) shall be targeted at 125% of his Annual Base Salary (the “Target Bonus”), pro-rated for the portion of 2022 on and following the Commencement Date, and with the expectation that the actual Annual Bonus will scale upward and downward based on actual performance, as determined by the Board, such that the actual Annual Bonus payable to Executive may be greater than, equal to or less than the Target Bonus. The Annual Bonus shall be based upon the achievement of Company and/or individual performance metrics as established by the Board. The Annual Bonus for a fiscal year will be paid no later than the
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3 fifteenth day of the third month following the end of such fiscal year. Executive’s goals, objectives and performance targets will be developed by the Board in consultation with Executive on an annual, ongoing basis, provided, however, that in no event will Executive’s bonus targets be less than the Target Bonus during the Term. (c) Long-Term Incentive. Beginning in the Company’s fiscal year 2023, with respect to each Company fiscal year that commences during the Term (excluding fiscal year 2022), Executive’s target equity incentive (or other long-term incentive compensation) grant value will be no less than five million dollars ($5,000,000); however, the actual grant value will be determined at the discretion of the Board or the Human Resources Committee of the Board (the “Human Resources Committee”). The type of award(s) and specific terms and conditions of such award(s) will be determined by the Board or the Human Resources Committee in their discretion, provided that any such awards shall be made in accordance with the DENTSPLY SIRONA Inc. 2016 Omnibus Incentive Plan, as amended or restated from time to time (the “Plan”) or any successor plan and the Policies. For the avoidance of doubt, Executive shall be eligible to be granted Executive’s first award (which shall not be pro-rated at grant) in accordance with this Section 2(c) on the first grant date occurring on or after the Commencement Date that the Company’s other named executive officers are granted annual long-term equity incentive awards. (d) Make Whole Grant. The Company shall grant to Executive an award of Restricted Share Units under the Plan, with the number of Company common shares (“shares”) subject to such grant having a grant value of no less than seven million dollars ($7,000,000) (the “Make Whole Grant”). The number of shares subject to the Make Whole Grant shall be calculated by dividing (x) seven million dollars ($7,000,000) by (y) the closing price of a Company share as listed on The Nasdaq Global Select Market on the Make Whole Xxxxx’x xxxxx date. The Make Whole Xxxxx’x xxxxx date shall be the second (2nd) trading day after the Commencement Date, provided, that, if such grant date is not within the Company’s open trading window period, the Make Whole Xxxxx’x xxxxx date shall instead be the second (2nd) trading day after the date of the filing of the next periodic report on Form 10-Q following the Commencement Date. The Make Whole Grant shall vest annually with respect to the shares subject thereto in three substantially equal installments, with the first vesting date occurring on the first anniversary of the Commencement Date, such that one hundred percent (100%) of the shares subject to the Make Whole Grant shall be vested on the three year anniversary of the Commencement Date (the “Final Vesting Date”), subject to Executive’s continued employment with the Company on each applicable vesting date. Notwithstanding the foregoing, upon Executive’s termination of employment with the Company prior to the Final Vesting Date either (i) by the Company without Cause (as defined below) pursuant to Section 3(a)(iv) or (ii) by Executive for Good Reason (as defined below) pursuant to Section 3(a)(vi), subject to Executive signing on or before the 50th day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims and separation agreement in the Company’s customary form, as may be updated from time to time (a “Release”), one hundred percent (100%) of any then- unvested portion of the Make Whole Grant shall become vested. The Make Whole Grant shall be subject to and governed by the terms and conditions of the applicable Restricted Share Unit Grant Notice, Restricted Share Unit Agreement and the Plan to the extent not inconsistent with the terms of this Agreement.
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8 solely to one or more distinct portions of the operations and businesses of such person, firm, corporation, partnership or business, (y) such distinct portions do not engage in any portion of the Business, and (z) Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such person, firm, corporation, partnership or business segments thereof that engage in any portion of the Business. (b) Executive shall not, at any time during the Restriction Period, directly or indirectly, engage or prepare to engage in any of the following activities: (i) solicit any customers or clients with whom or which Executive had substantive interactions or about whom or which Executive obtained or developed Confidential Information, or otherwise induce or encourage any customer, client, business acquisition or other business opportunity of the Company to reduce, terminate or modify its or their relationship with the Company, (ii) contact or solicit, with respect to hiring or engagement, or knowingly hire or engage, any employee or full-time consultant of the Company or any person employed or engaged by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee or full-time consultant of the Company to leave the employment or engagement of the Company, or (iv) induce any distributor, representative or agent of the Company to reduce, terminate or modify its relationship with the Company. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from soliciting any client or customer with whom or which Executive had a relationship prior to Executive’s employment with the Company. (c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be modified and interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action, and then enforced as so modified to the fullest extent permitted by law. (d) As used in this Section 5, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries; (ii) the term “Business” shall mean the business of the Company and shall include (a) designing, developing, distributing, marketing or manufacturing dental products or (b) any other process, system, product or service marketed, sold or under development by the Company at any time during Executive’s employment with the Company; and (iii) the term “Restriction Period” shall mean the period beginning on the Commencement Date and ending twenty-four (24) months following the Date of Termination for any reason. (e) Executive agrees, during the Term and following the Date of Termination, to refrain from Disparaging (as defined below) the Company and its Affiliates, including any of its services, technologies, products, processes or practices, or any of its directors, officers, agents, representatives or stockholders, either orally or in writing. The Company agrees to instruct its officers and directors to refrain from Disparaging Executive following his Date of Termination. Nothing in this paragraph shall preclude Executive or the Company (as applicable) from making truthful statements that are reasonably necessary to comply with applicable law, regulation or
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10 Information shall not include any information that has been published in a form generally available to the public or is publicly available or has become public or general industry knowledge prior to the date Executive proposes to disclose or use such information, provided, that such publishing or public availability or knowledge of the Confidential Information shall not have resulted from Executive directly or indirectly breaching Executive’s obligations under this Section 6(a) or any other similar provision by which Executive is bound, or from any third-party breaching such third-party’s obligation to the Company. For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features comprising such information have been published or become publicly available. (b) Upon termination of Executive’s employment with the Company for any reason, Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property (in whatever form) concerning the Company’s customers, business plans, marketing strategies, products, property, processes or Confidential Information. (c) Executive may respond to a lawful and valid subpoena or other legal process but, to the extent permitted by applicable law, shall give the Company the earliest possible notice thereof, and shall, as much in advance of the return date as possible, and to the extent permitted by applicable law, make available to the Company and its counsel the documents and other information sought and shall assist such counsel at Company’s expense in resisting or otherwise responding to such process, in each case to the extent permitted by applicable laws or rules. (d) As used in this Section 6 and Section 7, the term “Company” shall include the Company and its direct and indirect parents and subsidiaries. (e) Nothing in this Agreement shall prohibit Executive from (i) disclosing information and documents when required by law, subpoena or court order (to the extent permitted by applicable law, subject to the requirements of Section 6(c)), (ii) disclosing information and documents to Executive’s attorney, financial or tax adviser for the purpose of securing legal, financial or tax advice, (iii) disclosing Executive’s post-employment restrictions in this Agreement in confidence to any potential new employer of Executive, or (iv) retaining, at any time, Executive’s personal correspondence, Executive’s personal contacts and documents related to Executive’s own personal benefits, entitlements and obligations, except where such correspondence, contracts and documents contain Confidential Information. (f) Pursuant to 18 U.S.C. § 1833(b), Executive understands that Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive’s attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding if Executive (x) files any document
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13 12. Certain Definitions. (a) “Accrued Benefits” shall have the meaning set forth in the Severance Plan. (b) “Cause” shall have the meaning set forth in the Severance Plan, provided that “Cause” shall also include Executive’s willful failure to adequately perform material duties or obligations under this Agreement or a material breach of any of the representations and warranties set forth in Section 1(f). Any determinations regarding whether “Cause” has occurred shall be made by a majority of the members of the Board, excluding Executive as applicable, after a reasonable and good faith investigation by the Board. (c) “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended. (d) “Date of Termination” shall mean (i) if Executive’s employment with the Company is terminated by Executive’s death, the date of Executive’s death; (ii) if Executive’s employment with the Company is terminated pursuant to Section 3(a)(ii) – (vi) either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 3(b), whichever is earlier. (e) “Disability” shall mean a permanent and total disability under Section 22(e)(3) of the Code. (f) “Good Reason” shall have the meaning set forth in the Severance Plan. Notwithstanding anything in the Severance Plan to the contrary, “Good Reason” shall also mean any material reduction in Executive’s equity incentive (or long-term incentive compensation) below the grant value set forth in Section 2(c) of this Agreement. 13. Miscellaneous Provisions. (a) Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of North Carolina, without reference to the principles of conflicts of law of the State of North Carolina or any other jurisdiction, and where applicable, the laws of the United States. The Company and Executive agree that any and all disputes relating to or arising out of this Agreement, excluding any relief sought by the Company under Sections 5 - 8 or any other dispute arising under this Agreement in respect of which a Party may seek injunctive relief, but otherwise including disputes in respect of payments and benefits provided hereunder, will first be submitted to mediation pursuant to a written demand for mediation which either Party may serve on the other which shall be before a mediator selected by the Parties in accordance with mediation procedures of the American Arbitration Association (“AAA”). In the event the Parties are unable to agree to a mediator within ten (10) days of receipt of the written demand for mediation, the mediator will be appointed by the office of AAA in Charlotte, North Carolina. The cost of the mediator and fees imposed by AAA shall be split equally by the Parties. Furthermore, in the event that mediation between the Parties is unsuccessful, either Party may bring suit in a state or federal court located in the State of North Carolina. Any dispute under this Section 13(a), whether decided in arbitration or in a court of law, shall be resolved under a de novo standard of review. For the avoidance of doubt, an arbitrary and capricious standard of review (or any similar standard of review) shall not be applicable to disputes brought forth under
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year first above written. DENTSPLY SIRONA Inc. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Non-Executive Chairman of the Board of Directors EXECUTIVE By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx [Signature Page to Employment Agreement]
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A-1 Exhibit A Company Key Employee Severance Benefits Plan, as in effect on the Effective Date [Attached.]
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DENTSPLY SIRONA INC. KEY EMPLOYEE SEVERANCE BENEFITS PLAN (Effective as of May 25, 2022) ARTICLE 1. INTRODUCTION 1.1. Establishment, Effective Date and Purpose. Dentsply Sirona Inc. (the “Company”) has adopted the Dentsply Sirona Inc. Key Employee Severance Benefits Plan (the “Plan”) effective as of May 25, 2022. The Plan is generally designed to provide separation pay and benefits to certain eligible employees of the Company whose employment is involuntarily terminated by the Company without Cause (as defined in Section 2.1(h) below) or voluntarily resignation for Good Reason (as defined in Section 2.1(x) below) by the Employee, as further set forth in this Plan. 1.2. Administration. The Plan shall be administered by the Human Resource Committee of the Board of Directors of the Company. ARTICLE 2. DEFINITIONS AND CONSTRUCTION 2.1. Definitions. For purposes of the Plan, the following words and phrases shall have the respective meanings set forth below, unless the context clearly requires a different meaning: (a) “Accrued Benefits” means: (i) Base Salary earned through the date of the Qualified Termination; (ii) the balance of any awarded, but as yet unpaid, annual incentive for any fiscal year prior to the fiscal year during which the Employee’s date of the Qualified Termination occurs; (iii) any vested, but not forfeited, benefits on the date of the Qualified Termination under the Company’s employee benefit plans in accordance with the terms of such plans; and (iv) any benefit continuation and conversion rights to which the Employee is entitled under the Company’s employee benefit plans. (b) “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. (c) “Alternative First Payment Date” means when the total number of days in the Consideration Period (as defined in Section 4.4) combined with the total number of days in the Revocation Period (as defined in Section 4.4) begin in one calendar year and end in the
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subsequent calendar year from the date a General Release is presented to the Employee under Section 4.4), it is the date which is the later of (I) January 1 of such subsequent calendar year, or (ii) the date on which the General Release becomes effective and irrevocable, and that later date becomes the date on which Employee’s (A) COC Severance Pay, (B) Limited Initial Coverage Period Severance Pay, or (C) Non-COC Severance Pay, as the case may be, is then paid. (d) “Base Salary” means the Employee’s gross base annual rate of salary with respect to services rendered or labor performed as reflected in the personnel records of the Company immediately prior to the Employee’s Qualified Termination (or if the termination is due to a voluntary resignation for Good Reason based on a reduction in base salary, then the Employee’s annual base salary in effect immediately prior to such reduction). (e) “Beneficial Owner” has the meaning ascribed to such term in Rule 13d- 3 under the Exchange Act. (f) “Board” means the board of directors of Dentsply Sirona Inc. (g) “Cash Awards” shall have that meaning ascribed to it in the Dentsply Sirona Inc. 2016 Omnibus Incentive Plan. (h) “Cause” means the Employee has: (i) committed an act of fraud against the Company, (ii) committed an act of malfeasance, recklessness, or gross negligence that is materially injurious to the Company or its customers, (iii) is indicted for, or convicted of, or pleads no contest to, a felony or a crime involving Employee’s moral turpitude, or (iv) breaches any confidentiality, non-competition, non-solicitation or assignment of inventions covenants to which the Employee is a party with the Company or any Affiliates. Notwithstanding the foregoing, to the extent an Employee has an offer letter or employment agreement with the Company providing a less restrictive definition of Cause, such less restrictive definition of Cause shall apply. (i) “CEO” means the Chief Executive Officer of the Company. (j) “CFO” means the Chief Financial Officer of the Company. (k) “Change of Control” means an event set forth in any one of the following subparagraphs which shall have occurred following May 25, 2022: (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing thirty percent (30%) or more of the combined voting power of the
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Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (B) of subparagraph (iii) immediately below; OR (ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: (A) individuals who, on May 25, 2022, constitute the Board, and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (⅔) of the directors then still in office who either were directors on May 25, 2022 or whose appointment, election or nomination for election was previously so approved or recommended; OR (iii) there is consummated a merger or consolidation of the Company (or any direct or indirect parent or subsidiary of the Company) with any other company, other than (A) a merger or consolidation which would result in the Beneficial Owners of the voting securities of the Company outstanding immediately prior thereto continuing to own, in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, more than fifty percent (50%) of the combined voting power of the voting securities of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger or consolidation is then a subsidiary, the ultimate parent thereof outstanding immediately after such merger or consolidation, OR (B) a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger or consolidation is then a subsidiary, the ultimate parent thereof, OR (C) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing thirty percent (30%) or more of the combined voting power of the Company’s, a surviving entity’s or, if the Company or the entity surviving such merger or consolidation is then a subsidiary, the ultimate parent’s then outstanding securities; OR
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(iv) a plan of complete liquidation or dissolution of the Company is consummated; OR (v) there is consummated a sale or disposition of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or any parent thereof. Notwithstanding the foregoing: (I) a Change of Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of Common Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions, AND (II) if all or a portion of any compensation (whether cash or equity) due under this Plan constitutes deferred compensation under Code Section 409A and such compensation (or portion thereof) is otherwise to be settled or paid on an accelerated basis due to a Change of Control event that is not a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5) or successor guidance, then if such settlement or payment of such compensation (whether cash or equity) would result in additional tax under Code Section 409A, such compensation (or the portion thereof) shall vest at the time of the Change of Control (provided such accelerated vesting will not result in additional tax under Code Section 409A of the Code), but settlement or payment, as the case may be, shall not be accelerated, but instead be settled and paid in accordance with the original settlement or payment date. (l) “Change of Control Period” means the period beginning on the date of closing of the Change of Control and ending twenty-four (24) months following the date of closing of the Change of Control. (m) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (n) “COC Qualified Termination” means an involuntary termination of the Employee’s employment by the Company without Cause OR a voluntary resignation by the Employee for Good Reason, in either case, during the Change of Control Period. (o) “COC Severance Pay” shall have the meaning ascribed to it in Section 4.2(a). (p) “Code” means the Internal Revenue Code of 1986, as amended.
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(q) “Common Shares” means the common shares, par value U.S. $0.01 per share, of the Company. (r) “Company” means Dentsply Sirona Inc. or any successor thereto. (s) “Employee” means: (i) the CEO, but expressly excluding the Interim CEO; (ii) any executive that reports directly into the CEO (or Interim CEO) who has a title of Senior Vice President or higher, but expressly excluding the Interim CFO; and (iii) any other common-law employee that is designated in writing by the Human Resource Committee as eligible for participation under this Plan. Notwithstanding the foregoing, if an executive who otherwise meets the definition of Employee on May 25, 2022 is in active negotiations with the Company pertaining to his/her impending termination of employment with the Company, such executive is expressly excluded from this definition and expressly exclude from eligibility under this Plan. (t) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. (u) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto. (v) “Equity Plan” means the Dentsply Sirona Inc. 2016 Omnibus Incentive Plan (or any successor omnibus equity plan thereto). (w) “First Payment Date” means the first payroll period that immediately follows the completion of both the Consideration Period (as defined in Section 4.4) and Revocation Period (as defined in Section 4.4) pertaining to an Employee’s (i) COC Severance Pay, (ii) Limited Initial Coverage Period Severance Pay, or (iii) Non-COC Severance Pay, as the case may be. (x) “Good Reason” means when an Employee’s voluntary resignation from the Company is triggered following the initial existence of one or more of the following conditions arising without the Employee’s consent: (i) any material reduction in Employee’s Base Salary, other than as part of an across-the-board salary reduction applied to all similarly situated executives; OR (ii) any material reduction in Employee’s target annual cash bonus opportunity (i.e., as a percentage of Base Salary); OR
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(iii) relocation of Employee to a facility or location more than fifty (50) miles from his/her principal place of work, resulting in a material increase to his/her normal commute; OR (iv) solely with respect to the Company’s Chief Executive Officer, Chief Financial Officer and General Counsel, a material diminution of authorities, duties or responsibilities (other than temporarily while Employee is physically or mentally incapacitated and unable to properly perform such duties, as determined by the Committee in good faith); OR (v) solely with respect to a Change of Control, either: (A) the Company’s failure to obtain, within ten (10) days after the date of the Change of Control, the express assumption of the Plan by the successor entity, or (B) any material reduction in Employee’s target long term incentive (i.e., typically referred to in the Employee's employment agreement as an “annual equity award” expressed as a dollar amount). Notwithstanding the foregoing, in order for an Employee to qualify for a Good Reason voluntary resignation, he/she must provide written notice of the circumstances giving rise to the Good Reason event to the CEO (but for the CEO, written notice is provided to the Board) within ninety (90) days after its initial existence and provide the Company thirty (30) days from receipt of such written notice any ability to cure such circumstance. An event constituting Good Reason shall no longer constitute Good Reason if the applicable event is cured by the Company within such thirty (30) day period; provided, however, if the Company does not timely cure the applicable Good Reason event, the Employee must resign for Good Reason by terminating his/her employment no later than thirty (30) days following the end of the Company’s thirty (30) day cure period. (y) “Initial Coverage Period” means the period beginning May 25, 2022 and ending on December 31, 2023, which is the period during which the Company is transitioning from the prior permanent CEO of the Company who held the position on December 31, 2021 to securing and hiring a newly appointed permanent CEO of the Company who is ultimately hired and appointed as CEO no later than December 31, 2023. (z) “Interim CEO” means the interim CEO of the Company who was employed on an interim and non-permanent basis in accordance with that Interim Chief Executive Officer Employment Agreement, dated April 16, 2022. (aa) “Interim CFO” means the interim CFO of the Company who was employed on an interim and non-permanent basis in accordance with that Interim Chief Executive Officer Employment Agreement, dated April 16, 2022. (bb) “Limited Initial Coverage Period Qualified Termination” means an involuntary termination of the Employee’s employment by the Company without Cause OR a voluntary resignation by the Employee for Good Reason, in either case, during the Initial Coverage Period.
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(a) Severance Pay. (i) Amounts. Subject to Section 4.4 and Section 4.5 below, the Employee will be eligible to receive from the Company: (A) CEO. A lump-sum payment equal to two (2) times the sum of the CEO’s: (I) Base Salary, plus (II) target bonus opportunity available for the fiscal year which includes the date of the CEO’s Non-COC Qualified Termination, plus (III) the sum of the applicable monthly COBRA charges for continuation of medical, dental and vision insurances on a post- employment basis which are based on the CEO’s active insurance coverage elections on the date of the CEO’s Non-COC Qualified Termination multiplied by twelve (12) (whether or not the CEO actually elects COBRA coverage); and (B) Employees Other Than the CEO. A lump-sum payment equal to one (1) times the sum of the respective Employee’s: (I) Base Salary, plus (II) target bonus opportunity available for the fiscal year which includes the date of the respective Employee’s Non-COC Qualified Termination, plus (III) the sum of the applicable monthly COBRA charges for continuation of medical, dental and vision insurances on a post- employment basis which are based on the Employee’s active insurance coverage elections on the date of the Employee’s Non-COC Qualified Termination multiplied by twelve (12) (whether or not the Employee actually elects COBRA coverage). Base Salary, target bonus, and potential COBRA payments under this Section 4.1(a) are collectively hereinafter referred to as the “Non-COC Severance Pay.” Notwithstanding the foregoing, to the extent an Employee has an offer letter or employment agreement with the Company providing a more favorable severance benefit pertaining to Base Salary, target bonus, and potential COBRA payment, then for purposes of this Section 4.1(a), the amount of such more favorable Base Salary, target bonus, and potential COBRA payment shall apply in lieu hereof. (ii) Payment. If an Employee is not a Specified Employee as of the date of such Employee’s Non-COC Qualified Termination, then the Non-COC Severance Pay shall be made in a lump sum payment on the First Payment Date in accordance with the Company’s normal payroll practices; provided, that if the total number of days in the Consideration Period combined with the total number of days in the