exhibit101






  1  AMENDED & RESTATED  DENTSPLY SIRONA INC.  KEY EMPLOYEE SEVERANCE BENEFITS PLAN    (Effective as of September 22, 2022)    ARTICLE 1.  INTRODUCTION  1.1. Establishment, Effective Date and Purpose.  Dentsply Sirona Inc. (the  “Company”) adopted the Dentsply Sirona Inc. Key Employee Severance Benefits Plan (the “Plan”)  originally effective as of May 25, 2022 and amended and restated effective as of September 22, 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  subsequent calendar year from the date a General Release is presented to the Employee under  





 






  2  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) breached any confidentiality, non-competition, non-solicitation or  assignment of inventions covenants to which the Employee is a party with the Company  or any Affiliates, or  Effective on or after January 1, 2024:  (v) breached any material policy of or obligations to the Company,  (vi) committed any willful or intentional act of misconduct, malfeasance,  recklessness, gross negligence, personal dishonesty or fraud, or  (vii) willfully failed to perform the Employee’s duties to the Company.  (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)  





 






  3  representing thirty percent (30%) or more of the combined voting power of the  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 (2⁄3) 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  (iv) a plan of complete liquidation or dissolution of the Company is  consummated; OR  





 






  4  (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.  (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:  





 






  5  (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  (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:   





 






  6  (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.  (cc) “Limited Initial Coverage Period Severance Pay” shall have the meaning  ascribed to it in Section 4.3(a).   (dd) “Non-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, outside of a Change of Control Period.  (ee) “Non-COC Severance Pay” shall have the meaning ascribed to it in Section  4.1(a).  (ff) “Person” has the meaning ascribed to such term in Section 3(a)(9) of the  Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in  Section 13(d) thereof.   





 






  7  (gg) “Plan” means this Amended & Restated Dentsply Sirona Inc. Key Employee  Severance Benefits Plan, effective September 22, 2022, and as further amended from time to  time.  (hh) “Qualified Termination” means (i) a COC Qualified Termination, (ii) a  Limited Initial Coverage Period Qualified Termination, or (iii) a Non-COC Qualified  Termination, as the case may be.  (ii) “Specified Employee” shall mean an Employee who is a key employee (as  defined in Code Section 416(i) without regard to Code Section 416(i)(5)) of the Company.   For purposes of this definition, an Employee is a key employee if the Employee meets the  requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the  regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the  twelve-month period ending on any December 31.  If an Employee is a key employee as of  any December 31, that Employee is treated as a Specified Employee for the twelve-month  period beginning on the January 1 following the relevant December 31.   2.2. Number and Gender.  Wherever appropriate, words used in the singular shall be  considered to include the plural and words used in the plural shall be considered to include the  singular.  The masculine gender, where appearing in the Plan, shall be deemed to include the  feminine gender.  2.3. Headings.  The headings are included solely for convenience, and if there is any  conflict between any heading and the text of the Plan, the Plan text shall control.  ARTICLE 3.  PARTICIPATION AND ELIGIBILITY  3.1. Participation.  An individual who meets the definition of an “Employee” as of  his/her termination of employment with the Company and whose employment terminates due to an  event which constitutes a Qualified Termination is entitled to receive benefits under this Plan.    ARTICLE 4.  SEVERANCE BENEFITS  4.1. Non-COC Qualified Termination.  With respect to a Non-COC Qualified  Termination, the following payment and benefits apply:  (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  





 






  8  (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  Revocation Period begin in one calendar year and end in the subsequent calendar year  from the date such General Release is presented to the Employee, the Non-COC  Severance Pay shall instead be paid on the Alternative First Payment Date.  However,  if the Employee is a Specified Employee as of the date of such Employee’s Non- COC Qualified Termination, the Non-COC Severance Pay with respect to an  Employee shall be paid as follows:  (A) an amount equal to the lesser of:   (I) the lesser of:   (1) the total Non-COC Severance Pay; or   (2) two (2) times the Employee’s Base Salary as in  effect on the date of the respective Employee’s Non-COC  Qualified Termination; OR  





 






  9  (II) two (2) times the compensation limit of Code Section  401(a)(17) for the calendar year which includes the date of the  respective Employee’s Non-COC Qualified Termination (i.e.,  $610,000 for 2022),   shall be paid to the Employee in a lump sum no later than the First Payment Date or the  Alternative First Payment Date, as the case may be; and   (B) an amount, if any, equal to:  (I) the total Non-COC Severance Pay, reduced by   (II) the amount paid to Employee under Subclause (A)  immediately above,  shall be paid to the Employee in a lump sum no later than the seventh month anniversary  of the date of the Employee’s Non-COC Qualified Termination.  (b) Pro-Rated Actual Bonus Severance. Subject to Section 4.4 and Section 4.5  below, all Employees (including the CEO) will be eligible to receive from the Company, a  lump-sum payment equal to   (i) the annual bonus that the Employee would have earned for the fiscal  year in which the Employee’s Non-COC Qualified Termination occurs had the  Employee remained employed with the Company through the date the Employee was  required to continue employment with the Company in order to be eligible to receive  such bonus multiplied by   (ii) the fraction of (I) the number of days of employment completed  during the fiscal year in which the Employee’s Non-COC Qualified Termination  occurs divided by (II) the total number of days in such fiscal year.   The pro-rated actual bonus severance, if any, will be paid at the same time as other similarly  situated employees of the Company receiving bonus payments for the fiscal year but in no  event will such lump sum payment of the pro-rated actual bonus be later than March 15 of  the year following the year of the Employee’s Non-COC Qualified Termination.  (c) Potential Equity-Compensation Accelerated Vesting. Subject to Section  4.4 and Section 4.5 below, all Employees (including the CEO) with outstanding equity- compensation awards under the Equity Plan where such equity-compensation awards are  subject to either full acceleration of vesting or deemed full satisfaction of any performance  conditions imposed upon such equity-compensation awards pursuant to the Employee’s  involuntary termination without Cause, shall equally be able to receive full acceleration of  vesting or deemed full satisfaction of any performance conditions imposed upon such equity- compensation awards pursuant to the Employee’s voluntary resignation with Good Reason;  provided, however, in such situation, this Plan’s definition of Good Reason shall govern  whether a Good Reason has occurred.    4.2. COC Qualified Termination.  With respect to a COC Qualified Termination, the  following payment and benefits apply:    





 






  10  (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:   (I) three (3) times the sum of the CEO’s:  (1) Base Salary, plus   (2) target bonus opportunity available for the  fiscal year which includes the date of the CEO’s COC  Qualified Termination, plus  (3) 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 COC Qualified Termination multiplied by twelve  (12) (whether or not the CEO actually elects COBRA  coverage); PLUS  (II) the CEO’s target annual bonus for the fiscal year in  which the CEO’s COC Qualified Termination occurs, multiplied by  the fraction of (I) the number of days of employment completed  during the fiscal year in which the CEO’s COC Qualified Termination  occurs, divided by (II) the total number of days in such fiscal year;  and   (B) Employees Other Than the CEO.  A lump-sum payment  equal to:   (I) two (2) times the sum of the respective Employee’s:   (1) Base Salary, plus   (2) target bonus opportunity available for the  fiscal year which includes the date of the respective  Employee’s COC Qualified Termination, plus  (3) 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 COC Qualified Termination multiplied by  twelve (12) (whether or not the Employee actually elects  COBRA coverage); PLUS  (II) the respective Employee’s target annual bonus for the  fiscal year in which the Employee’s COC Qualified Termination  occurs, multiplied by the fraction of (I) the number of days of  employment completed during the fiscal year in which the  





 






  11  Employee’s COC Qualified Termination occurs, divided by (II) the  total number of days in such fiscal year.   Base Salary, target bonus, potential COBRA payments and pro-rated target bonus under  this Section 4.2(a) are collectively hereinafter referred to as the “COC Severance Pay.”    (ii) Payment.  If an Employee is not a Specified Employee as of the date  of such Employee’s COC Qualified Termination, then the 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 Revocation  Period begin in one calendar year and end in the subsequent calendar year from the  date such General Release is presented to the Employee, the COC Severance Pay  shall instead be paid on the Alternative First Payment Date.  However, if the  Employee is a Specified Employee as of the date of such Employee’s COC Qualified  Termination, the COC Severance Pay with respect to an Employee shall be paid as  follows:  (A) an amount equal to the lesser of:   (I) the lesser of:   (1) the total COC Severance Pay; or   (2) two (2) times the Employee’s Base Salary as in  effect on the date of the respective Employee’s COC Qualified  Termination; OR  (II) two (2) times the compensation limit of Code Section  401(a)(17) for the calendar year which includes the date of the  respective Employee’s Non-COC Qualified Termination (i.e.,  $610,000 for 2022)   shall be paid to the Employee in a lump sum no later than the First Payment Date or the  Alternative First Payment Date, as the case may be; and   (B) an amount, if any, equal to:  (I) the total COC Severance Pay, reduced by   (II) the amount paid to Employee under Subclause (A)  immediately above,  shall be paid to the Employee in a lump sum no later than the seventh month anniversary  of the date of the Employee’s COC Qualified Termination.  (b) Equity Compensation Acceleration. Subject to Section 4.4 and Section 4.5  below, all Employees (including the CEO) with outstanding equity-compensation awards  under the Equity Plan which are subject to either full acceleration of vesting or deemed full  satisfaction of any performance conditions imposed upon such equity-compensation awards  pursuant to the change of control provisions under Section 15 of the Equity Plan, shall have  this Plan’s definition of Good Reason substituted for the definition of good reason which  appears in the Equity Plan upon a Change of Control.  However, consistent with the  





 






  12  provisions of the Equity Plan, if the Change of Control 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 equity compensation (whether cash or equity) would result in  additional tax under Code Section 409A, such equity 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 applicable to such equity compensation.  4.3. Limited Initial Coverage Period Qualified Termination.  With respect to a  Limited Initial Coverage Period Qualified Termination, the following payment and benefits apply  only to Employees other than the CEO:  (a) Severance Pay.    (i) Amounts.  Subject to Section 4.4 and Section 4.5 below, Employees  other than the CEO will be eligible to receive from the Company, a lump-sum  payment equal to one and one-half (1.5) the sum of the respective Employee’s:   (A) Base Salary, plus   (B) target bonus opportunity available for the fiscal year which  includes the date of the respective Employee’s Non-COC Qualified  Termination, plus  (C) 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 4.3(a) are  collectively hereinafter referred to as the “Limited Initial Coverage Period Severance  Pay.”    (ii) Payment.  If an Employee is not a Specified Employee as of the date  of such Employee’s Limited Initial Coverage Period Qualified Termination, then the  Limited Initial Coverage Period 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 Revocation Period begin in one  calendar year and end in the subsequent calendar year from the date such General  Release is presented to the Employee, the Limited Initial Coverage Period Severance  Pay shall instead be paid on the Alternative First Payment Date.  However, if the  Employee is a Specified Employee as of the date of such Employee’s Limited Initial  Coverage Period Qualified Termination, the Limited Initial Coverage Period  Severance Pay with respect to an Employee shall be paid as follows:  (A) an amount equal to the lesser of:   (I) the lesser of:   





 






  13  (1) the total Limited Initial Coverage Period  Severance Pay; or   (2) two (2) times the Employee’s Base Salary as in  effect on the date of the respective Employee’s Limited Initial  Coverage Period Qualified Termination; OR  (II) two (2) times the compensation limit of Code Section  401(a)(17) for the calendar year which includes the date of the  respective Employee’s Limited Initial Coverage Period Qualified  Termination (i.e., $610,000 for 2022),   shall be paid to the Employee in a lump sum no later than the First Payment Date or the  Alternative First Payment Date, as the case may be; and   (B) an amount, if any, equal to:  (I) the total Limited Initial Coverage Period Severance Pay,  reduced by   (II) the amount paid to Employee under Subclause (A)  immediately above,  shall be paid to the Employee in a lump sum no later than the seventh month anniversary  of the date of the Employee’s Limited Initial Coverage Period Qualified Termination.  (b) Pro-Rated Actual Bonus Severance. Subject to Section 4.4 and Section 4.5  below, all Employees other than the CEO will be eligible to receive from the Company, a  lump-sum payment equal to   (i) the annual bonus that the Employee would have earned for the fiscal  year in which the Employee’s Limited Initial Coverage Period Qualified Termination  occurs had the Employee remained employed with the Company through the date the  Employee was required to continue employment with the Company in order to be  eligible to receive such bonus multiplied by   (ii) the fraction of (I) the number of days of employment completed  during the fiscal year in which the Employee’s Limited Initial Coverage Period  Qualified Termination occurs divided by (II) the total number of days in such fiscal  year.   The pro-rated actual bonus severance, if any, will be paid at the same time as other similarly  situated employees of the Company receiving bonus payments for the fiscal year but in no  event will such lump sum payment of the pro-rated actual bonus be later than March 15 of  the year following the year of the Employee’s Limited Initial Coverage Period Qualified  Termination.  (c) Equity-Compensation Accelerated Vesting. Subject to Section 4.4 and  Section 4.5 below, all Employees who received a Retention Equity Award via notification  from the Interim CEO on April 27, 2022 (a “Retention Equity Award”) and incur a Limited  Initial Coverage Period Qualified Termination on or prior to December 31, 2023, shall  become fully and immediately vested in his/her Retention Equity Award on the date of  his/her Limited Initial Coverage Period Qualified Termination.  However, consistent with the  





 






  14  Code Section 409A, although the Employee’s Retention Equity Award shall become fully  vested in this situation, the settlement or payment, as the case may be, of the Retention  Equity Award shall not be accelerated, but instead be settled and paid in accordance with the  original settlement or payment date (i.e., the original vesting dates) applicable to such  Retention Equity Awards.    (d) Expiration of Section 4.3.  For clarity, this Section 4.3 shall naturally expire  and have no further effect as of 11:59pm EST on December 31, 2023.  Upon Section 4.3’s  expiration as of 11:59pm EST on December 31, 2023, the only Qualified Terminations that  an Employee will then be eligible for on and after January 1, 2024 are (i) a COC Qualified  Termination, or (ii) a Non-COC Qualified Termination, as the case may be.  Effective  January 1, 2024, Limited Initial Coverage Period Qualified Terminations will no longer exist.  4.4. General Release.  Notwithstanding anything to the contrary, the severance benefits  payable under Section 4.1(a), Section 4.2(a) and Section 4.3(a) above are specifically conditioned  upon the execution by the Employee of a General Release and Waiver (the “General Release”) of  claims against the Company and all its Affiliates, effective as of the Employee’s last day of  employment, which agreement shall be in the form provided by the Company (in other words, that  such General Release must be executed and become effective in accordance with its terms (i.e., not  revoked), including the expiration of the Revocation Period (as defined below) specified in the  General Release, and further that such General Release may reasonably be modified for general  applicability by the Company from time to time).  By law, any General Release provided to  Employee must provide Employee a minimum period under the federal Age Discrimination in  Employment Act (currently, either twenty-one (21) or forty-five (45) calendar days depending on  Employee’s age on the date of his/her Qualified Termination) to consider and evaluate whether to  execute the General Release (the “Consideration Period”).  Following Employee’s execution of the  General Release and providing such executed copy to the Company no later than the last day of the  Consideration Period, the General Release will also identify for the Employee any applicable period  which immediately follows the Consideration Period during which the Employee may revoke a  General Release previously provided to the Company (the “Revocation Period”).  For clarity, if the  Employee does not execute the General Release within the Consideration Period specified in the  General Release, or the Employee exercises the revocation right specified in the General Release,  any and all such severance benefits provided for under Section 4.1(a), Section 4.2(a) or Section  4.3(a) shall be forfeited and shall not be payable at all.  Further, notwithstanding anything in this Plan  to the contrary, if the Consideration Period and Revocation Period taken together span two calendar  years, then any and all severance benefits provided for under Section 4.1(a), Section 4.2(a) or Section  4.3(a) shall be paid or commence, as applicable, in the second such calendar year.    4.5. Limitation on Plan Payments and Other Restrictions.  (a) Tax Withholding.  The Company may withhold from any and all amounts  payable under this Plan all Federal, state, city, or other taxes as may be required pursuant to  any law or governmental regulation or ruling.  (b) Code Section 280G and Code Section 4999.  Notwithstanding any other  provision of this Plan or any other plan, arrangement or agreement to the contrary, if any of  the payments or benefits provided or to be provided by the Company or its affiliates to the  Employee or for the Employee’s benefit pursuant to the terms of this Plan or otherwise  (“Covered Payments”) constitute “parachute payments” within the meaning of Code Section  280G and would, but for this Section 4.5(b) be subject to the excise tax imposed under Code  Section 4999 (or any successor provision thereto) or any similar tax imposed by state or local  law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”),  





 






  15  then the Covered Payments shall either (i) be reduced (but not below zero) to the minimum  extent necessary to ensure that no portion of the Covered Payments is subject to the Excise  Tax or (ii) be delivered in full, whichever of the foregoing amounts, taking into account the  applicable federal, state or local income and employment taxes and the Excise Tax, results in  the receipt by the Employee, on an after-tax basis, of the greatest amount of benefits.  Any  reduction pursuant to this Section 4.5(b) shall be made in accordance with Code Section  409A and the following:  (i) the Covered Payments which do not constitute nonqualified deferred  compensation subject to Code Section 409A shall be reduced first; and  (ii) all other Covered Payments shall then be reduced as follows:   (A) cash payments shall be reduced before non-cash payments;  and   (B) payments to be made on a later payment date shall be reduced  before payments to be made on an earlier payment date.  (c) Code Section 409A.  All payments to Employees pursuant to this Plan are  intended to comply with the requirements of Code Section 409A and the regulations  thereunder, and to the maximum extent permitted by law this Plan shall be interpreted and  administered in accordance with that intent.  Without limiting the generality of the foregoing:  (i) each separate installment of severance payable to Employee shall be considered a separate  “payment” for purposes of Code Section 409A; (ii) if Executive incurs a Qualified  Termination that does not also constitute a “separation from service” as defined in Code  Section 409A, Employee’s right to all amounts payable by reason of such Qualified  Termination shall fully vest on the date of the Qualified Termination, but to the extent  required to avoid the imposition of additional income taxes under Code Section 409A,  payment shall be deferred until Employee incurs a “separation from service” as so defined  and if the Employee is a Specified Employee, then until the earlier of (i) six (6) months and  one day following the date of such Employee’s separation from service or (ii) such  Employee’s death. The Company reserves the right to amend the Plan as it considers  necessary or advisable, in its sole discretion and without the consent of the Employee or any  other individual, to comply with any provision required to avoid the imposition of the  additional tax imposed under Code Section 409A or to otherwise avoid income recognition  under Code Section 409A prior to the actual payment of any benefits or imposition of any  additional tax.  4.6. Accrued Benefits.  Regardless of the type of Qualified Termination, Employees are  always entitled to receive their Accrued Benefits on top of any benefits provided under this Plan.   4.7. Termination other than Qualified Terminations. If the termination of Employee’s  employment with the Company is not a Qualified Termination, then the Employee will not be  entitled to receive severance or other benefits under this Plan.  4.8. Transfer between the Company and Affiliates. For purposes of the Plan, if the  Employee is involuntarily transferred from the Company to an Affiliate or vice versa, such transfer  will not be an involuntary termination without Cause but may give the Employee the ability to resign  for Good Reason.  





 






  16  4.9. Exclusive Remedy. In the event of a termination of the Employee’s employment  with the Company, the provisions of the Plan are intended to be and are exclusive and in lieu of any  other rights or remedies to which the Employee may otherwise be entitled, whether at law, tort or  contract, in equity. The Employee will be entitled to no benefits, compensation or other payments or  rights upon termination of employment other than those benefits expressly set forth in the Plan.  ARTICLE 5.  DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND ADMINISTRATION  5.1. Claims.  An Employee who believes that he/she is being denied a benefit to which  he/she is entitled (hereinafter referred to as “Claimant”), or his/her duly authorized representative,  may file a written request for such benefit with the Human Resources Committee setting forth his/her  claim.  The request must be addressed to the Human Resources Committee at the Company at its  then principal place of business.  5.2. Claim Decision.  Upon receipt of a claim, the Human Resources Committee shall  advise the Claimant that a reply will be forthcoming within a reasonable period of time, but  ordinarily not later than ninety (90) days, and shall, in fact, deliver such reply within such period.   However, the Human Resource Committee may extend the reply period for an additional ninety (90)  days for reasonable cause.  If the reply period will be extended, the Human Resource Committee  shall advise the Claimant in writing during the initial ninety (90)-day period indicating the special  circumstances requiring an extension and the date by which the Human Resource Committee expects  to render the benefit determination. If the claim is denied in whole or in part, the Human Resource  Committee will render a written opinion, using language calculated to be understood by the  Claimant, setting forth:  (a) the specific reason or reasons for the denial;  (b) the specific references to pertinent Plan provisions on which the denial is  based;  (c) description of any additional material or information necessary for the  Claimant to perfect the claim and an explanation as to why such material or such information  is necessary;  (d) appropriate information as to the steps to be taken if the Claimant wishes to  submit the claim for review, including a statement of the Claimant’s right to bring a civil  action under Section 502(a) of ERISA following an adverse benefit determination on review;  and  (e) the time limits for requesting a review of the denial under Section 10.3 and  for the actual review of the denial under Section 10.4.  5.3. Request for Review.  Within sixty (60) days after the receipt by the Claimant of the  written opinion described above, the Claimant may request in writing that the Secretary of the  Company (“Secretary”) review the Human Resource Committee’s prior determination.  Such  request must be addressed to the Secretary at the Company at its then principal place of business.   The Claimant or his/her duly authorized representative may submit written comments, documents,  records or other information relating to the denied claim, which such information shall be considered  in the review under this Section without regard to whether such information was submitted or  considered in the initial benefit determination.  The Claimant or his/her duly authorized  





 






  17  representative shall be provided, upon request and free of charge, reasonable access to, and copies of,  all documents, records and other information which:   (a) was relied upon by the Human Resource Committee in making its initial  claims decision;   (b) was submitted, considered or generated in the course of the Human Resource  Committee making its initial claims decision, without regard to whether such instrument was  actually relied upon by the Human Resource Committee in making its decision; or   (c) demonstrates compliance by the Human Resource Committee with its  administrative processes and safeguards designed to ensure and to verify that benefit claims  determinations are made in accordance with governing Plan documents and that, where  appropriate, the Plan provisions have been applied consistently with respect to similarly  situated claimants.    If the Claimant does not request a review of the Human Resource Committee’s determination within  such sixty (60)-day period, he or she shall be barred and estopped from challenging such  determination.  5.4. Review of Decision.  Within a reasonable period of time, ordinarily not later than  sixty (60) days, after the Secretary’s receipt of a request for review, it will review the Human  Resource Committee’s prior determination.  If special circumstances require that the sixty (60)-day  time period be extended, the Secretary will so notify the Claimant within the initial sixty (60)-day  period indicating the special circumstances requiring an extension and the date by which the  Secretary expects to render its decision on review, which shall be as soon as possible but not later  than one-hundred twenty (120) days after receipt of the request for review.  In the event that the  Secretary extends the determination period on review due to a Claimant’s failure to submit  information necessary to decide a claim, the period for making the benefit determination on review  shall not take into account the period beginning on the date on which notification of extension is sent  to the Claimant and ending on the date on which the Claimant responds to the request for additional  information. Benefits under the Plan will be paid only if the Secretary decides in its discretion that  the Claimant is entitled to such benefits.  The decision of the Secretary shall be final and  non-reviewable, unless found to be arbitrary and capricious by a court of competent review.  Such  decision will be binding upon the Employer and the Claimant.  If the Secretary makes an adverse  benefit determination on review, the Secretary will render a written opinion, using language  calculated to be understood by the Claimant, setting forth:  (a) the specific reason or reasons for the denial;  (b) the specific references to pertinent Plan provisions on which the denial is  based; and  (c) a statement that the Claimant is entitled to receive, upon request and free of  charge, reasonable access to, and copies of, all documents, records and other information  which:   (i) was relied upon by the Secretary in making its decision;   (ii) was submitted, considered or generated in the course of the Secretary  making its decision, without regard to whether such instrument was actually relied  upon by the Secretary in making its decision; or   





 






  18  (iii) demonstrates compliance by the Secretary with its administrative  processes and safeguards designed to ensure and to verify that benefit claims  determinations are made in accordance with governing Plan documents, and that,  where appropriate, the Plan provisions have been applied consistently with respect to  similarly situated claimants; and  (iv) a statement of the Claimant’s right to bring a civil action under  Section 502(a) of ERISA following the adverse benefit determination on such review.  5.5. Discretionary Authority.  The Human Resource Committee and Secretary shall both  have discretionary authority to determine a Claimant’s entitlement to benefits upon his/her claim or  his/her request for review of a denied claim, respectively.  ARTICLE 6.  MISCELLANEOUS  6.1. Plan Not a Contract of Employment.  The adoption and maintenance of the Plan  shall not be or be deemed to be a contract between the Company and any Employee or to be  consideration for the employment of any Employee.  Nothing herein contained shall give or be  deemed to give any person the right to be retained in the employ of the Company or to restrict the  right of the Company to discharge any Employee at any time; nor shall the Plan give or be deemed to  give the Company the right to require any Employee to remain in the employ of the Company or to  restrict any Employee’s right to terminate his/her employment at any time.  6.2. Amendment and Termination.  The Committee may from time to time, in its  complete and sole discretion, unilaterally amend, in whole or in part, any or all of the provisions of  the Plan subject to providing one year’s advance notice to the Employees prior to the effective date  of any change that has the effect of reducing or diminishing the rights of any Employee under the  Plan; provided, however, the Committee is not permitted to make any changes to the Plan during any  Change of Control Period; provided, further, no amendment may be made which would impair the  rights of an Employee with respect to amounts already due and owing.  Notwithstanding anything to  the contrary, (i) the Committee retains unilateral authority to amend the Plan at any time, regardless  of impact to Employees, if such change is required under any law applicable to the Plan, and (ii) any  change which directly impacts the benefits provided to the CEO may not be amended without the  Committee seeking Board approval first.  Only the Board has the right to terminate the Plan at any  time so long as such termination complies fully with the provisions of Code Section 409A and the  underlying final regulations.    6.3. Governing Laws.  All provisions of the Plan shall be construed in accordance with  the laws of Delaware except to the extent preempted by federal law.  6.4. Entire Agreement.  This document and any amendments contain all the terms and  provisions of the Plan and shall constitute the entire Plan, any other alleged terms or provisions being  of no effect.  6.5. No Guarantee of Tax Consequences.  While the Company has established, and will  maintain the Plan, the Company makes no representation, warranty, commitment, or guaranty  concerning the income, employment, or other tax consequences of participation in the Plan under  federal, state, or local law.  6.6 The Company’s Successors. Any successor (whether direct or indirect and whether  by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the  





 






  19  Company’s business and/or assets must assume the obligations under the Plan and agree expressly to  perform the obligations under the Plan in the same manner and to the same extent as the Company  would be required to perform such obligations in the absence of a succession.   6.7 Notice.  (a) General. All notices and other communications required or permitted under  the Plan shall be in writing and will be effectively given (i) upon actual delivery to the party  to be notified, (ii) twenty-four (24) hours after confirmed facsimile transmission, (iii) one (1)  business day after deposit with a recognized overnight courier, or (iv) three (3) business days  after deposit with the U.S. Postal Service by first class certified or registered mail, return  receipt requested, postage prepaid, addressed (A) if to the Employee, at the address the  Employee shall have most recently furnished to the Company in writing, (B) if to the  Company, at the following address:  DENTSPLY SIRONA Inc.  13320 Ballantyne Corporate Place  Charlotte, NC 28277  Attention:  General Counsel    (b) Notice of Termination.  Any termination by the Company for Cause will be  communicated by a notice of termination to the Employee, and any termination by the  Employee for Good Reason will be communicated by a notice of termination to the  Company, in each case given in accordance with the Section 6.7. Such notice will indicate  the specific termination provision in the Plan relied upon, will set forth in reasonable detail  the facts and circumstances claimed to provide a basis for termination under the provision so  indicated, and will specify the termination date (which will be not more than thirty (30) days  after the later of (i) the giving of such notice, or (ii) the end of any applicable cure period).  The failure by the Employee to include in the notice any fact or circumstance that contributes  to a showing of Good Reason will not waive any right of the Employee under the Plan or  preclude the Employee from asserting such fact or circumstance in enforcing the Employee’s  rights under the Plan.  6.8 Resignation. The termination of the Employee’s employment for any reason will  also constitute, without any further required action by the Employee, the Employee’s voluntary  resignation from all officer and/or director positions held at the Company or an Affiliate, and at the  Board’s request, the Employee will execute any documents reasonably necessary to reflect such  resignation.  6.9 Waiver. No waiver by either party of any breach of, or of compliance with, any  condition or provision of the Plan by the other party will be considered a waiver of any other  condition or provision or of the same condition or provision at another time.  6.10 Severability. The invalidity or unenforceability of any provision or provisions of the  Plan will not affect the validity or enforceability of any other provision hereof, which will remain in  full force and effect.