fraudulent and that is reasonably
likely to result in substantial harm to the Company's business or
financial condition, including, without limitation, embezzlement or
theft of Company property; or commission of a felony, or of a
misdemeanor involving fraud or dishonesty, in the course of his or
her employment by the Company.
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Change of Control
. "Change of Control" shall
mean:
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(i) The
acquisition, other than from the Company, by any individual, entity
or group (within the meaning of Section 13(d) (3) or 14(d) (2) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (other than the Company or an employee benefit plan of the
Company) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of more than 50% of the
combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors
(the "Company Voting Securities"); or
(ii) A
reorganization, merger, consolidation or recapitalization of the
Company (a "Business Combination"), other than a Business
Combination in which more than 50% of the combined voting power of
the outstanding voting securities of the surviving or resulting
entity immediately following the Business Combination is held by
the persons who, immediately prior to such Business Combination,
were the holders of the Company Voting Securities; or
(iii) A
complete liquidation or dissolution of the Company, or a sale of
all or substantially all of the assets of the Company;
or
(iv) Individuals
who, as of the Effective Date, constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a majority of
the Board; provided, that any individual becoming a director
subsequent to such date whose election or nomination for election
by the Company's stockholders was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent.
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Code . The Internal Revenue Code of 1986, as amended
from time to time.
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Committee . The Human Resources Committee of the
Board.
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Company . DENTSPLY International Inc., a Delaware
corporation, and any Successor. Where the context so requires,
"Company" shall include any Affiliate of the Company.
Date of Termination . The date of a Participant's
termination of employment with the Company and its
Subsidiaries.
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Effective Date
.
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February 19, 2008.
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Good Reason . Without the Participant's express written
consent, the occurrence of any one or more of the
following:
(i) The
Participant's job responsibilities are materially diminished from
those in effect immediately prior to the Change of
Control;
(ii) The
Company requires the Participant to be based at a location in
excess of fifty (50) miles from the Participant's principal job
location or office immediately prior to the Change
of Control, except for required
travel on the Company's business to an extent substantially
consistent with the Participant's business travel obligations
immediately prior to the Change of Control;
(iii) The
Company does any of the following: (a) reduces the Participant's
Base Pay in a material respect; (b) materially reduces or
eliminates the Participant's opportunity to earn bonuses or
incentive compensation as compared to such opportunity available to
the Participant prior to the Change of Control; or (c) materially
reduces the employee benefits provided to the Participant from the
level in effect immediately prior to the Change of Control
(excluding any reduction that is generally applicable to all or
substantially all salaried Company employees); or
(iv) The
Company fails to obtain a satisfactory agreement from any Successor
to assume and agree to perform the Company's obligations to the
Participant under this Plan, as contemplated in Article V
herein;
provided,
that none of the events or occurrences specified above shall be
deemed to constitute "Good Reason" unless (x) the Participant
provides written notice of the existence of such event or
occurrence to the Company within ninety (90) days of such event or
occurrence, (y) the Company fails to cure such event or occurrence
within thirty (30) days of the receipt of such notice ("Cure
Period"), and (z) the Participant's resignation is effective at the
end of the Cure Period
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Incentive Pay
. "Incentive Pay" shall mean 100% of
the Participant’s target annual bonus.
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Participants
. All Participants under this Plan
as determined under Article III.
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Plan . The DENTSPLY International Inc. Change of Control
Separation Plan as set forth herein.
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Separation Benefits
. The benefits provided in
accordance with Section 4.2 of the Plan.
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Subsidiary . Any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities,
beginning with the Company, if each of the corporations or entities
(other than the last corporation or entity in the unbroken chain)
owns stock or other interests possessing 50% or more of the
economic interest or the total combined voting power of all classes
of stock or other interests in one of the other corporations or
entities in the chain.
Successor . Another corporation or unincorporated entity or
group of corporations or unincorporated entities which acquires
ownership, directly or indirectly, through merger, consolidation,
purchase or otherwise, of all or substantially all of the assets of
the Company.
ARTICLE III
PARTICIPANTS
Annex
A to this Plan provides a list of the key employees of the Company
or its Subsidiaries who have been design
