DENTSPLY INTERNATIONAL
INC.
DIRECTORS' DEFERRED COMPENSATION
PLAN
EFFECTIVE JANUARY 1,
1997
The purpose of the DENTSPLY
International Inc. (the "Dentsply") Directors' Deferred
Compensation Plan is to provide its Directors with the opportunity
to defer receipt of their compensation to a future date. Dentsply
has adopted this program in recognition of the valuable services of
these Directors and the desire to provide them with additional
flexibility in their personal financial Planning.
Any Director of the Board of
Dentsply who receives compensation for his/her services on the
Board is eligible to participate in Dentsply's Directors' Deferred
Compensation Plan (the "Plan").
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3.
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ELECTION TO
PARTICIPATE
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(a) Any
eligible Director may elect prior to the beginning of each calendar
year but no later than December 31st, to participate in the
Deferred Compensation Plan and defer receipt of either all or part
of the annual retainer, committee and meeting fees that he or she
may receive that year to a distribution date defined in Section 5.
A new Director may make an election with respect to future fees
including fees earned in the first year of eligibility, within 30
days after becoming eligible.
(b) The
election will be made on a written form called "A Notice of
Election" signed by the Director and delivered to the Secretary of
Dentsply. This election will continue in effect for future years
unless the Director submits a written request changing his/her
election, in a form to be furnished by Dentsply.
A revised deferral election cannot
change the form of a previous stock election, and will be effective
as of January 1st of the year specified, provided the form has been
received by Dentsply by December 31st of the previous calendar
year.
(c) Nothing
within this Section prevents a Director from filing a revised
election for a calendar year and thereafter filing another election
to participate in the Plan for any subsequent calendar
year.
A
deferred compensation account will be established for each
participating Director ("Participant"). Credits will be made to a
Participant's account on the same dates compensation would have
been paid to him/her currently. At the election of a Participant,
the deferred compensation will either (i) earn interest, compounded
quarterly, until distribution is made in full; or, (ii) be
converted into stock units and receive credit for dividends which
will be converted to stock units on dividend payment dates. An
election for stock units will be tracked based on the number of
shares of Company stock allocated to the Director's account and
cannot be changed to an interest account. The interest rate for
purposes of this Plan will be a rolling average of the rates
reported in Federal Reserve Statistical Release H-15 under the
caption "Treasury Constant Maturities, 10-year" under the column
captioned "Week Ending" for the most recent 120 months. At the
option of the Participant, deferred accounts in the Dentsply
Directors' Deferred Compensation Plan which terminates December 31,
1996 will be converted into either cash with interest accounts or
stock unit accounts.
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5.
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DISTRIBUTION OF DEFERRED
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Amounts deferred and accumulated interest or
stock units credited to a Participant's account will be paid out
according to either of two schedules: a lump sum or in annual
installments not to exceed 10 years. The payout of stock units will
be in the form of shares of st
