**Exhibit 10.6**

** **

FREETRANSLATIONTHE ORIGINAL VERSION IN GERMAN LANGUAGE PREVAILS

 

**CFO -EMPLOYMENT AGREEMENT**

 

between

 

SIRONABeteiligungs- und Verwaltungsgesellschaft m.b.H.,

 

Fabrikstraße31, 64625 Bensheim,

 

representedby its shareholder Sirona Dental Systems SARL

 

(hereinafterthe “**Company**”)

 

and

 

Mrs.

 

SimoneBlank

 

AlteBrückerstr. 31

 

41470Neuss

 

(hereinafterthe “CFO or Executive Vice President”)

 

§1

 

Basis

 

1.                                       Mrs. Blank will become a CFO of the Company witheffect as of July 1, 1999.

 

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

 

3.                                    Without limitation to the provisions of thisagreement, the duties, powers and responsibilities of the CFO 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 CFO will be paid a yearly gross salary ofEUR 240,000 payable in twelve equal monthly instalments at the end of eachmonth. The monthly gross salary will be transferred at the end of each month toa bank account as determined by the CFO.

 

                                               Inaddition, the CFO is eligible to receive a bonus according to the “EVA”-plan.At a 100% “EVA” the bonus equals EUR160,000.

 

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

 

3.                                       In addition, the Company has to pay to the CFOthe legally required employer allowances with respect to healthcare, nursingcare, pension and unemployment insurance, which have to be borne in equal sharesby the CFO and the Company on the basis of the applicable laws. If the CFO isexempted from the healthcare insurance obligation, the Company will pay 50 % ofher contributions to a private healthcare insurance up to the amount whichequals 50 % of the contribution to the statutory healthcare insurance.

 

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

 

§ 3

 

Expenses

 

TheCompany shall reimburse any reasonable expenses in connection with the servicesfor the Company on presentation of the respective receipts.

 

§ 4

 

Vacation and Holiday

 

TheCFO is entitled to vacation of 30 business days each calendar year. The CFOshall schedule vacation after consultation of the CEO and the other ExecutiveVice Presidents and the shareholders so as not to interfere with theperformance of her duties.

 

§ 5

 

Disability

 

1.                                       The CFO has to inform the Company withoutundue delay about any disability, its reasons and its expected duration. Incase of illness, the CFO has to present to the

 

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                                                Company upon its request a medicalattestation regarding the disability and its expected duration.

 

2.                                       In case of any illness, the Company shall continueto pay to the CFO for a period of six weeks her contractual compensationreduced by any amounts received by the CFO from any statutory or privateinsurance.

 

§ 6

 

Additional Business

 

1.                                       The CFO will devote her skills and knowledgeonly to the Company. During the term of this Agreement, the CFO 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 CFO 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 company for the purpose of capitalinvestment without influence on business decisions.

 

§ 7

 

Confidentiality, Non-competition

 

1.                                       The CFO 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 CFO’s duties or if the CFO has obtained the prior writtenconsent of the shareholders. This confidentiality obligation shall remain inforce after the termination of this agreement.

 

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

 

3.                                       The CFO shall not, during the course of heremployment 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.

 

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§ 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 CFOfrom work at any time but the Company has to continue to pay the compensationowed to the CFO in accordance with this agreement.

 

§ 9

 

Retention of Documents

 

Upon termination of the CFOsemployment or upon release of work according to section 8.4 of this agreement,the CFO shall return to the Company without undue delay any business documents,letters, drafts and similar documents and copies thereof referring to theCompany. The CFO does not have any right of retention with respect to theaforementioned 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 “AG”  and an IPO.

 

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 of writtenform by using fax or telecopy, if the author of the document is identifiable.

 

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.

 

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7.                                    In the event of disability due to illness,the provisions for the CFOs of Sirona shall apply. In addition, personalinsurance coverage for CFOs, as amended from time to time, shall apply.

 

8.                                       The CFO is entitled to request a company carwhich can be used for private purposes. Alternatively, she may request reimbursementof her travelling costs up to the accepted tax thresholds when using herprivate car.

 

9.                                       The Company shall reimburse properlydocumented moving expenses.

 

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

 

Bensheim June 27, 2001

 

Sirona Dental Systems SARL

 

 

SimoneBlank

 

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