SERVICE
CONTRACT
between
Rodenbacher Chaussee
4
|
|
(hereinafter referred to as “the
Company”)
|
|
|
represented by its sole shareholder
|
|
|
Dentsply Germany Holdings GmbH
|
and
|
|
(hereinafter referred to as “Albert
Sterkenburg” or as “Employee”)
|
Effective as of November 1, 2003 (the
“Effective Date”).
Section 1
Employee has the
position of Managing Director of the Company (or any legal
successor company to the Company which shall be included in any
reference to Company herein).
The
shareholders’ meeting of the Company will appoint Employee as
a managing director (Geschaftsfuhrer) of the Company with single
signing authority.
Employee will
perform his services at the Company’s headquarters in
Hanau-Wolfgang, Germany. The Company has the right to assign to
Employee other appropriate tasks and positions with the Company,
its ultimate parent, Dentsply International Inc.
(“Dentsply”) or companies associated with Dentsply,
taking into consideration his educational background and
experience. For purposes of this Contract the term “companies
associated with the Company” shall have the meaning as
defined in
Section 15 of the
Stock Corporation Act (Aktiengesetz).
In the event that
Employee is required to relocate, relocation expenses will be
reimbursed pursuant to the Dentsply Relocation Policy as amended
and attached hereto as
Appendix
A .
Employee shall
observe the instructions of the Company’s shareholders’
meeting, the provisions of law as well as general commercial
principles. The Company’s shareholders’ meeting has the
right to delegate its right to give instructions to Employee to an
individual or corporate body of its choice. Until further notice,
this delegation is made in favor of Mr. Rudolf Lehner, Senior Vice
President, Dentsply International Inc. (“the
Shareholders’ Delegate”) to whom Employee will
report.
Section
2
Employee shall work exclusively
for the Company. Without the prior written approval of the
Shareholders’ Delegate, he shall neither be entitled to
engage in professional or occupational activities other than for
the Company, nor invest in or participate in business enterprises
of any kind whatsoever; the foregoing shall not apply to the usual
acquisition of shares of stock for investment purposes
only.
Employee shall not accept
membership in corporate bodies of other companies (such as Boards
of Directors, Supervisory Boards or similar bodies) or act as a
consultant for other companies without the prior written consent of
the Shareholders’ Delegate.
Publications and speeches of
Employee which touch on the interests of the Company shall be
cleared in advance with the Shareholders’ Delegate unless
they are for purposes of sales promotion for the Company or are
otherwise within the scope of normal activity of the
Company.
Section
3
Employee obligates himself to
treat confidentially all business and technical matters, procedures
and information of the Company, of Dentsply and of companies
associated with Dentsply which come to his attention in the course
of his service relationship. This applies in particular to
financial statements, technical work and data, research and
development, sales and production figures, prices, calculations and
customers. The confidentiality obligation applies equally during
the term of this Service Contract and after its
expiration.
This duty of confidentiality in
principle also applies in relation to other employees, unless the
performance of Employee’s contractual duties or the duties of
other employees necessitates the making available of such
information.
Employee has to protect against
inspection by unauthorized persons all documents as well as copies,
computer files and carbon copies thereof including his own notes
pertaining to his professional work.
When leaving the Company,
Employee shall immediately return to the Company in their entirety
all printed materials, documents, software, electronic data,
computer files, notes, drafts, blueprints, sketches and similar
papers including carbon copies, photostatic copies or other copies
which concern the affairs of the Company or other companies
associated with Dentsply. The same shall apply in the event that
Employee is released from his duty to provide services pursuant to
Section 10 paragraph 4 of this Service Contract. Employee shall
have no right of retention with respect to such
materials.
Section
4
As remuneration for the
performance of his services, Employee shall receive an annual gross
salary of 200,000 EUROS (“the Base Salary”) to be
payable in 12 equal installments of 16,666 EUROS at the end of each
respective month. The payment of this salary shall also be regarded
as full compensation for any work performed by
Employee over and beyond the
usual office hours. The Base Salary will be reviewed
annually.
For the discharge of his duties
and social obligations as managing director of the Company, the
Company will provide Employee with a company car according to the
Dentsply Company Car Policy (Mercedes 280E or equivalent). Employee
is entitled to use this company car also for private purposes as
long as he actively renders services to
the Company within the
framework of this Service Contract. The Company’s obligations
to provide Employee with a company car ceases immediately upon the
giving of notice of termination by either party. Employee shall
have no right of retention with respect to the company
car.
Section
5
Employee shall be eligible for
participation in the Dentsply Incentive Compensation Plan (ICP)
which for the Employee’s position has a target annual bonus
of 40.7% of Base Salary for the achievement of annually identified
business objectives (for example, budgeted third party sales and
income from operations). A copy of the ICP is attached as
Appendix B .
Employee shall further be
eligible for participation in the Management Stock Option Plan of
Dentsply International Inc. which is operated at the discretion of
the Dentsply Board of Directors, and grants thereunder are made
entirely at the discretion of the Board. Options granted thereunder
are for ten years and vest one-third each for the first three years
of the grant.
Section
6
Within the scope of the
compulsory government insurance system, presently the health
insurance (gesetzliche Krankenversicherung), nursing home insurance
(Pflegeversicherung), old-age insurance (Rentenversicherung) and
unemployment insurance (Arbeitslosenversicherung), the Company
makes the prescribed employer contributions. Pursuant to the
statutory provisions, Employee’s employee contributions will
be withheld from his gross salary. If Employee decides to take out
private health insurance and nursing home insurance (private
Kranken- und Pflegeversicherung), the Company shall pay him an
amount equal to the amounts it would have to pay
as
employer contributions if
Employee were covered by the compulsory health insurance and
nursing home insurance (gesetzliche Kranken- und
Pflegeversicherung) and insured through the Allgemeine
Ortskrankenkasse with jurisdiction for Munich.
If Employee should fall ill or
be hindered from performing his services in accordance with this
Service Contract for reasons beyond his control, the remuneration
provided in Section 4 of this Service Contract shall continue to be
paid for the duration of six months.
If Employee should pass away
during the term of this Service Contract, his widow and children of
the marriage shall have a claim to the continuation of payment of
the monthly remuneration he last received for the month in which he
passed away for the three subsequent months as joint and several
creditors. For children, this shall only apply insofar as they have
not yet reached their 26 th birthday and completed their
education.
Section
7
To the extent wage taxes are
required to be paid with respect to the remuneration and benefits
due to Employee, including but not limited to wage taxes for the
private use of his company car, or wage taxes for a bonus paid to
Employee by the Company,
Employee shall fully bear such
taxes.
Section
8
Employee is entitled to an
annual vacation of 30 working days. Working days are deemed to be
all days except Saturdays, Sundays and statutory public holidays in
the State of Bavaria.
Section
9
Travel expenses and other
expenses incurred by Employee in the interest of the Company will
be reimbursed on the basis of the Dentsply Business and Travel
Expenses Policy.
Section
10
This Service Contract is
concluded for an indefinite period of time commencing as of
November 1, 2003. Any and all prior employment or service
contracts, agreements or prior employment terms between Employee
and the Company, Dentsply or associated companies are hereby
terminated at such date, including, specifically, the Service
Contract between Employee and VDW GmbH dated January 1, 2000,
except that the obligation of Employee to maintain the confidential
information of VDW GmbH shall continue. VDW GmbH is a signatory to
this Agreement to consent to the provisions of this Section
10.
The servi
