**Exhibit 10.7**

 

FREETRANSLATION  THE ORIGINAL VERSION IN GERMAN LANGUAGE PREVAILS

 

**EXECUTIVEVICE PRESIDENT - EMPLOYMENT AGREEMENT**

 

between

 

SIRONABeteiligungs- und Verwaltungsgesellschaft m.b.H.,

 

Fabrikstraße31, 64625 Bensheim,

 

representedby its shareholder Sirona Dental Systems SARL

 

(hereinafterthe “**Company**”)

 

and

 

Mr.

 

TheodorHaar

 

Talstraße89

 

71279Renningen

 

(hereinafterthe “**Executive Vice President”**

 

§1

 

Basis

 

1.                                    Mr. Haar will become a Executive VicePresident  of the Company with effect asof July 1, 1999.

 

2.                                       The Executive Vice President  represents the Company in and out of courtacting jointly with an additional Executive Vice President  or an attorney in fact of the Company.

 

3.                                    Without limitation to the provisions of thisagreement, the duties, powers and responsibilities of the Executive VicePresident  are governed by the articlesof association of the Company, as amended from time to time, by the applicablelaws, in particular the Limited Liability Statute, by the by-laws, as amendedfrom time to time, and the instructions of the shareholders.

 

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 Executive Vice President will be paid ayearly gross salary of EUR 210,000 payable in twelve equal monthlyinstalments at the end of each month. The monthly gross salary will betransferred at the end of each month to a bank account as determined by theExecutive Vice President.

 

In addition, the Executive Vice President is eligible to receive abonus according to the “EVA”-plan. At a 100% “EVA” the bonus equals EUR115,000.

 

2.                                    Any services of the Executive Vice President  including extra work is compensated by theremuneration as described above. The Executive Vice President is obliged towork longer than the usual working hours, if it is necessary for theachievement of the business objectives of the Company.

 

3.                                       In addition, the Company has to pay to the ExecutiveVice President  the legally requiredemployer allowances with respect to healthcare, nursing care, pension andunemployment insurance, which have to be borne in equal shares by the ExecutiveVice President  and the Company on thebasis of the applicable laws. If the Executive Vice President  is exempted from the healthcare insuranceobligation, the Company will pay 50 % of his contributions to a privatehealthcare insurance up to the amount which equals 50 % of the contribution tothe statutory healthcare insurance.

 

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

 

§ 3

 

Expenses

 

The Company shallreimburse any reasonable expenses in connection with the services for theCompany on presentation of the respective receipts.

 

§ 4

 

Vacation and Holiday

 

The Executive Vice President is entitled to vacation of 30 businessdays each calendar year. The Executive Vice President  shall schedule vacation after consultation of  the CEO, the other Executive Vice Presidentsand the shareholders so as not to interfere with the performance of his duties.

 

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§ 5

 

Disability

 

1.                                       The Executive Vice President  has to inform the Company without undue delayabout any disability, its reasons and its expected duration. In case ofillness, the Executive Vice President  has to present to the Company upon its requesta medical attestation regarding the disability and its expected duration.

 

2.                                       In case of any illness, the Company shall continueto pay to the Executive Vice President  for a period of six weeks his contractualcompensation reduced by any amounts received by the Executive Vice President  from any statutory or private insurance. Ifthe disability continues for periods longer than six weeks, the employee willreceive an additional payment to the sick benefit, if the employee is insuredby the state health insurance. The additional pay will fill the gap between thesick benefit and the last net compensation (after taxes). If the employee isnot insured by the state health insurance he will receive his grosscompensation for additional 72 months.

 

3.                                       In the case of death, the Company shallcontinue to pay to the Executive Vice President ‘s spouse his contractualcompensation for a period of the month in which the Executive Vice President  died plus additional six months reduced byamounts of dependents compensation.

 

§ 6

 

Additional Business

 

1.                                       The Executive Vice President  will devote his skills and knowledge only tothe Company. During the term of this Agreement, the Executive Vice President  is not allowed to engage in any additionalbusiness without the prior written consent of the shareholders. Anypublications and lectures, which refer to the business of the Company but arenot in the best interest of the Company, do require the prior written consentof the shareholders.

 

2.                                       The Executive Vice President  shall not actively participate in any companyor 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 company for the purpose of capitalinvestment without influence on business decisions.

 

§ 7

 

Confidentiality, Non-competition

 

1.                                       The Executive Vice President  shall keep strictly confidential any and allconfidential information regarding the Company and its affiliated entities,irrespective of the source of such knowledge, vis-à-vis third parties and otheremployees of the Company who are not entitled to receive such confidentialinformation. The confidentiality covenant shall not apply, if and to the extentthat the transfer of the information is necessary for the due performance ofthe Executive Vice President’s

 

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                                                duties or if the Executive Vice President  has obtained the prior written consent of theshareholders. This confidentiality obligation shall remain in force after thetermination of this agreement.

 

2.                                    The Executive Vice President  shall not act as member of supervisory,advisory or similar boards of companies which are not affiliated with theCompany without the prior written consent of the shareholders.

 

3.                                       The Executive Vice President  shall not, during the course of his employmentwith the Company, directly or indirectly be employed by, engaged in orparticipate in the ownership, management, operation or control of, or act inany advisory or other capacity for, any competing entity.

 

§ 8

 

Term and Termination

 

1.                                       This agreement shall become effective as of July1, 1999 and shall be entered into for an indefinite period of time. Each partymay terminate this agreement upon 24 month prior notice with effect as of theend 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 ExecutiveVice President  from work at any time butthe Company has to continue to pay the compensation owed to the Executive VicePresident  in accordance with thisagreement.

 

§ 9

 

Retention of Documents

 

Upon termination of the Executive Vice President s employment or uponrelease of work according to section 8.4 of this agreement, the Executive VicePresident  shall return to the Companywithout undue delay any business documents, letters, drafts and similar documentsand copies thereof referring to the Company. The Executive Vice President  does not have any right of retention withrespect to the aforementioned documents.

 

§ 11

 

Miscellaneous

 

1.                                       This agreement supersedes any prioragreements between the parties. This agreement will be adapted in the usualform in the case of a transformation of the Company into an corporation and anIPO.

 

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2.                                       There are no additional agreements betweenthe parties.

 

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

 

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

 

5.                                       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.

 

6.                                       This agreement is governed by Germany law.

 

7.                                    In the event of disability due to illness,the provisions for the Executive Vice Presidents of Sirona shall apply. Inaddition, personal insurance coverage for Executive Vice Presidents, as amendedfrom time to time, shall apply.

 

8.                                       The Executive Vice President  is entitled to request a company car which canbe used for private purposes. Alternatively, he may request reimbursement of histravelling costs up to the accepted tax thresholds when using his private car.

 

9.                                       The Company shall reimburse properlydocumented moving expenses.

 

The Executive Vice President hereby confirms receipt of an executedcounterpart of this agreement.

 

Bensheim June 27, 2001

 

Sirona Dental Systems SARL

 

TheoHaar

 

 

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