DENTSPLY SIRONA(XRAY) - 2025 Q2 - Quarterly Results

Employment Agreement This agreement details the terms of employment, compensation, termination, and restrictive covenants for the President and CEO 1. Employment The agreement establishes the executive's role, a three-year initial term, duties, and primary location of employment - The employment term begins on August 1, 2025, for an initial period of three years[7] - The agreement will automatically renew for successive 12-month periods unless either party provides a 90-day notice of non-renewal[7] - Executive will serve as the President and Chief Executive Officer of the Company, reporting to the Board of Directors[8] - Executive must devote substantially all working time to the company but is permitted to manage personal affairs, serve on non-profit boards, and, with Board approval, serve on one other public or private company board[8] - The executive's principal office will be at the Company's commercial headquarters in Charlotte, North Carolina[10] 2. Compensation and Related Matters The executive's compensation package includes base salary, annual bonuses, long-term incentives, and one-time initial grants Annual Base Salary | Component | Amount | | :--- | :--- | | Annual Base Salary | $1,030,000 | Annual Bonus Target | Component | Target | | :--- | :--- | | Annual Bonus | 135% of Annual Base Salary | - For fiscal year 2025, the annual bonus will be prorated, and performance will be deemed achieved at the greater of 75% of target or the multiplier based on actual full-year performance[14] Annual Long-Term Incentive Target | Component | Target Value | | :--- | :--- | | Annual Equity Incentive (starting FY2026) | $7,750,000 | Initial Equity Grants | Grant Type | Grant Date Value | | :--- | :--- | | Total Initial Grants | ~$6,400,000 | | Pro-rata Annual Grant | $3,875,000 | | Inducement Grant | $2,525,000 | | Option Initial Grant (50% of total) | $3,200,000 | | PSU Initial Grant (50% of total) | $3,200,000 | - The Option Initial Grant vests in three substantially equal annual installments, beginning on the first anniversary of the Commencement Date[17] - The PSU Initial Grant vests based on time and performance conditions similar to those for other executive officers' FY25 PSU awards[18] Signing Bonuses | Bonus Type | Amount/Formula | | :--- | :--- | | Relocation Signing Bonus | $150,000 | | Additional Signing Bonus | $1,600,000 multiplied by the fraction of 2025 prior to the start date | - Signing bonuses may be required to be repaid if the executive's employment is terminated by the Company for Cause or by the Executive without Good Reason before the first anniversary of the start date[22] 3. Termination The agreement defines conditions for employment termination and outlines baseline payment obligations and required resignations - Employment can be terminated under the following circumstances: Death, Disability, by the Company for Cause, by the Company without Cause, by the Executive without Good Reason, or by the Executive for Good Reason[28][29] - Upon any termination, the executive (or their estate) is entitled to receive earned but unpaid Annual Base Salary, reimbursement for business expenses, and any vested employee benefits[31] - Upon termination of employment for any reason, the Executive is deemed to have resigned from all offices and directorships held with the Company or its Affiliates[32][33] 4. Severance The executive is eligible for severance under the company's plan, contingent on a release of claims - The Executive is eligible to participate in the company's Key Employee Severance Benefits Plan, with benefits contingent on signing and not revoking a release of claims[35] - If employment is terminated due to death or Disability, the executive (or their estate) will receive a prorated Annual Bonus for the fiscal year in which termination occurs, based on actual company performance[36] - Severance benefits under this agreement are not intended to duplicate other benefits, and the company may reduce payments to avoid duplication[37] 5. Covenants The agreement establishes a 24-month post-termination non-compete, non-solicitation, and mutual non-disparagement covenants - The "Restriction Period" for covenants is defined as the period of employment plus twenty-four (24) months following the date of termination[41] - During the Restriction Period, the executive is prohibited from being employed by or acting as a senior advisor to any Competing Business[38] - The executive is prohibited from soliciting company customers or employees during the Restriction Period[39] - The agreement includes a mutual non-disparagement clause, binding on both the executive and the company's officers and directors[42] 6. Nondisclosure of Proprietary Information The executive has a perpetual obligation to protect the company's confidential information and return all property upon termination - The executive must, in perpetuity, maintain the confidence of and not use or disclose the Company's Confidential Information, which includes a broad range of business, financial, and technical information[46] - Upon termination, the executive must promptly return all company documents and property, in any form, that contain Confidential Information[47] - The agreement provides immunity under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)) for disclosing a trade secret to a government official or an attorney solely for the purpose of reporting or investigating a suspected violation of law[51] 7. Inventions All inventions created by the executive during employment related to the company's business are its exclusive property - All rights to discoveries, inventions, improvements, and innovations related to the company's business created by the executive during employment ("Inventions") are the exclusive property of the Company[52] - The executive must promptly disclose all Inventions to the Company and assist the Company in obtaining, defending, and enforcing its rights, even after employment ends[52][53] 8. Injunctive Relief The company is entitled to seek injunctive relief for breaches of covenants without posting a bond - A breach of the covenants in Sections 5-7 is acknowledged to cause irreparable damage to the Company[54] - In the event of such a breach, the Company is entitled to seek specific performance and injunctive relief without the requirement to post a bond[54] 9. Clawback Provisions All incentive-based compensation is subject to clawback as required by company policy, law, or exchange listing rules - Any incentive-based compensation paid to the Executive is subject to deduction and clawback as may be required by Company policy, law, government regulation, or stock exchange listing requirements[55] 10. Section 280G Parachute payments will be structured to maximize the executive's after-tax benefit by either paying in full or reducing to avoid excise tax - If any payments in connection with a Change in Control would constitute a "parachute payment" under Section 280G of the Code, the total payment will be either delivered in full or reduced to avoid the excise tax, whichever results in the greatest after-tax amount for the Executive[56] 11. Assignment and Successors The company may assign the agreement to a successor, while the executive's rights are generally non-assignable - The Company may assign its rights and obligations to a successor or a U.S. subsidiary; The Executive's rights and obligations are not assignable[58] - The Executive may designate a beneficiary to receive compensation due after his death[58] 12. Certain Definitions This section defines key terms used in the agreement, referencing the company's Severance Plan for several definitions - Defines key terms used in the agreement; "Cause" and "Good Reason" are defined by referencing the company's Current Severance Plan[59][61] 13. Miscellaneous Provisions This section contains standard legal clauses, including governing law and provisions to ensure compliance with Section 409A - The agreement is governed by the laws of the State of North Carolina[61] - The provisions of Sections 4 through 11 and Section 13 will survive the termination of employment[62] - The agreement is intended to comply with Section 409A of the Internal Revenue Code, and payments may be delayed for six months if the executive is a "specified employee"[71][72][73] Exhibit A: Separation and Release of Claims Agreement This exhibit outlines the terms of separation, a comprehensive release of claims, and related legal provisions 1-4. Separation Terms and Benefits These sections formalize the separation date, property return, and the executive's entitlement to severance benefits - The agreement sets forth the terms of the Executive's separation from employment as of the "Separation Date"[82] - The Executive must return all Employer property within five business days of the Separation Date[83] - In exchange for signing the agreement, the Executive will receive the severance payments and benefits specified in the Employment Agreement and the Severance Plan[85] 5. Release The executive provides a broad, irrevocable waiver of all known and unknown claims against the company, with specific exceptions - The Executive provides a full and unconditional release of all claims against the Employer and its affiliates ("Released Parties") arising up to the date of signing[87] - The release specifically covers claims under numerous laws, including Title VII, ADA, FMLA, ERISA, and various other federal and state statutes[87] - The release does not waive certain rights, including: the right to file a charge with the EEOC, claims for vested benefits, rights under this agreement, and indemnification rights[89] 6. Specific Release of ADEA Claims This section ensures the waiver of age discrimination claims is knowing and voluntary, providing review and revocation periods - The Executive specifically waives and releases all claims arising under the Age Discrimination in Employment Act (ADEA)[90][91] - The agreement confirms the Executive was given at least twenty-one (21) days to consider the terms and has a seven (7) day period after signing to revoke the ADEA release[91] 7-10. Agreement Mechanics and Enforcement These sections detail the agreement's effective date, confidentiality, and the company's remedies for a breach by the executive - The agreement becomes effective on the eighth day after the Executive signs, provided it is not revoked during the 7-day Revocation Period[92] - The Executive reaffirms their obligation to comply with all post-termination obligations and restrictive covenants from the original Employment Agreement[93] - The Executive agrees to keep the terms of the agreement confidential, with exceptions for disclosures to a spouse, attorney, and tax advisors[94] - If the Executive breaches the agreement, the Company is entitled to seek injunctive relief and may terminate any further severance payments[96] 11-22. General Legal Provisions This final part contains standard legal clauses, including governing law, an entire agreement clause, and no admission of liability - The agreement is governed by the laws of North Carolina, with jurisdiction in Charlotte[98] - The agreement does not constitute an admission of wrongdoing or liability by either the Employer or the Executive[103] - The agreement is intended to comply with Section 409A of the Internal Revenue Code, and payments may be structured or delayed to ensure compliance[105][106]