**Exhibit 10.5**

 

FREE TRANSLATION  THE ORIGINAL VERSION IN GERMAN LANGUAGE PREVAILS

 

**CEO -EMPLOYMENT AGREEMENT**

 

between

 

SIRONA Beteiligungs- und Verwaltungsgesellschaft m.b.H.,

 

Fabrikstraße31, 64625 Bensheim,

 

representedby its shareholder Sirona Dental Systems SARL

 

(hereinafterthe “**Company**”)

 

and

Mr.

 

JostFischer

 

Buchenweg16

 

83098Brannenbarg

 

(hereinafterthe “**CEO**”)

 

§1

 

Basis

 

1.                                    Mr. Fischer will become CEO of the Company witheffect as of April 1, 2002 and Chairman of the executive management board as ofMay 1, 2002.

 

2.                                       The CEO represents the Company in and out ofcourt acting jointly with another  ExecutiveVice President or an attorney in fact of the Company.

 

3.                                    Without limitation to the provisions of thisagreement, the duties, powers and responsibilities of the CEO are governed bythe articles of association of the Company, as amended from time to time, bythe applicable laws, in particular the Limited Liability Statute, by theby-laws, as amended from time to time, and the instructions of theshareholders.

 

4.                                    The Company reserves the right, to appointadditional Executive Vice Presidents and to change the representation policy atany time.

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§ 2

 

Compensation

 

1.                                       The base salary of the CEO amounts toEUR 378,000 per business year payable in twelve equal monthly instalmentsat the end of each month.

 

2.                                    In addition, he is eligible to receive abonus according to the “EVA”-plan. At a 100% “EVA” the bonus equals EUR283,500.

 

3.                                    Any services of the CEO including extra workis compensated by the remuneration as described above. The CEO is obliged towork longer than the usual working hours, if it is necessary for theachievement of the business objectives of the Company.

 

4.                                       In addition, the Company has to pay to the CEOthe legally required employer allowances with respect to healthcare, nursingcare, pension and unemployment insurance, which have to be borne in equalshares by the CEO and the Company on the basis of the applicable laws. If the CEOis exempted from the healthcare insurance obligation, the Company will pay 50 %of his contributions to a private healthcare insurance up to the amount whichequals 50 % of the contribution to the statutory healthcare insurance.

 

5.                                       Compensation claims may not be assigned orpledged without the prior consent of the shareholders.

 

6.                                    The CEO is entitled to request a company carDaimler Benz E-Klasse (original price approximately EUR 50,000 without VAT)which can be used for private purposes. Alternatively, he may requestreimbursement of his travelling costs up to the accepted tax thresholds whenusing his private car.

 

§ 3

 

Expenses

 

1.                                       The Company shall reimburse any reasonableexpenses in connection with the services for the Company on presentation of therespective receipts.

 

2.                                       The Company shall reimburse any expenses forthe CEO’s secondary residence and journeys home up to EUR 20,000 per year.

 

§ 4

 

Insurances

 

1.                                       Accident Insurance: The Company has to enterinto an accident insurance in favour of the CEO with the following coveramounts:

 

·                  EUR 750,000 in case of death,

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·                  EUR 1,250,000 in case of disability.

 

2.                                       Legal expenses insurance: The Company has toprovide for reasonable legal protection against civil, criminal and public lawclaims of third parties in connection with the services rendered by the CEOunder this agreement.

 

                The Company willprovide for D&O insurance with a cover of EUR 5.000.000.

 

§ 5

 

Vacation and Holiday

 

TheCEO is entitled to vacation of 30 business days each year. He may request anadditional vacation of two business days due to the separation of his primaryand secondary residences. The CEO shall schedule vacation after consultation ofthe Executive Vice Presidents of the company and the shareholders so as not tointerfere with the performance of his duties.

 

§ 6

 

Disability

 

1.                                       The CEO has to inform the Company withoutundue delay about any disability, its reasons and its expected duration. Incase of illness, the CEO has to present to the Company upon its request amedical attestation regarding the disability and its expected duration.

 

2.                                       In case of any disability or illness, theCompany shall continue to pay to the CEO for a period of up to six months hiscontractual compensation reduced by any amounts received by the CEO from anystatutory or private insurance.

 

3.                                       In the case of death, the Company shallcontinue to pay to the CEO’s dependants his contractual compensation for aperiod of up to six months.

 

§ 7

 

Additional Business

 

1.                                       The CEO will devote his skills and knowledgeonly to the Company. During the term of this Agreement, the CEO is not allowedto engage in any additional business without the prior written consent of theshareholders. Any publications and lectures, which refer to the business of theCompany but are not in the best interest of the Company, do require the priorwritten consent of the shareholders.

 

2.                                       The CEO shall not actively participate in anycompany or engage in any own business without the prior written consent of theshareholders. Such consent is not required in the event of the acquisition ofinterests or shares of a publicly listed

 

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                                                company for the purpose of capital investmentwithout influence on business decisions.

 

§ 8

 

Confidentiality, Non-competition

 

1.                                       The CEO shall keep strictly confidential anyand all confidential information regarding the Company and its affiliatedentities, irrespective of the source of such knowledge, vis-à-vis third partiesand other employees of the Company who are not entitled to receive suchconfidential information. The confidentiality covenant shall not apply, if andto the extent that the transfer of the information is necessary for the dueperformance of the CEO’s duties or if the CEO has obtained the prior writtenconsent of the shareholders. This confidentiality obligation shall remain inforce after the termination of this agreement.

 

2.                                    The CEO shall not act as member ofsupervisory, advisory or similar boards of companies which are not affiliated withthe Company without the prior written consent of the shareholders.

 

3.                                       The CEO shall not, during the course of hisemployment with the Company, directly or indirectly be employed by, engaged inor participate in the ownership, management, operation or control of, or act inany advisory or other capacity for, any competing entity.

 

§ 9

 

Term and Termination

 

1.                                       This agreement shall become effective as ofApril 1, 2002 and shall be entered into for an indefinite period of time. Eachparty may terminate this agreement upon twelve month prior notice with effectas of the end of the calendar quarter.

 

2.                                       Each party may terminate this agreement forcause.

 

3.                                    Any termination notice has to be made inwriting.

 

4.                                    The Company is entitled to release the CEO fromwork at any time but the Company has to continue to pay the compensation owedto the CEO in accordance with this agreement.

 

§ 10

 

Retention of Documents

 

Upon termination of the CEOsemployment or upon release of work according to section 9.4 of this agreement,the CEO shall return to the Company without undue delay any business documents,letters, drafts and similar documents and copies

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thereof referring to theCompany. The CEO does not have any right of retention with respect to theaforementioned documents.

 

§ 11

 

Miscellaneous

 

1.                                       There exist no additional agreements betweenthe parties.

 

2.                                       Modifications of, or amendments to, thisagreement shall be made in writing to be effective.

 

3.                                       The parties comply with the requirement ofwritten form by using fax or telecopy, if the author of the document isidentifiable.

 

4.                                       Should any provisions of this agreement be orbecome invalid, this does in no way influence the validity of the remainingprovisions. Any invalid provision shall be deemed replaced by an adequate validterm nearest to what the parties wanted or would have wanted taking intoaccount the purpose of the agreement.

 

5.                                       This agreement is governed by Germany law.

 

6.                                       The Company shall reimburse properlydocumented moving expenses.

 

7.                                       The CEO is entitled to participate in theequity of the Sirona Group in accordance with the term sheet attached hereto asAnnex 1.

 

The CEO hereby confirmsreceipt of an executed counterpart of this agreement.

 

Luxembourg, January 25, 2002

 

Sirona Dental Systems SARL

 

 

 

Brannenburg, January 25,2002

 

Jost Fischer

 

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