Exhibit 10.6


 


FREE
TRANSLATION

THE ORIGINAL VERSION IN GERMAN LANGUAGE PREVAILS


 


CFO -
EMPLOYMENT AGREEMENT


 


between


 


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


 


Fabrikstraße
31, 64625 Bensheim,


 


represented
by its shareholder Sirona Dental Systems SARL


 


(hereinafter
the “Company”)


 


and


 


Mrs.


 


Simone
Blank


 


Alte
Brückerstr. 31


 


41470
Neuss


 


(hereinafter
the “CFO or Executive Vice President”)


 


§
1


 


Basis


 


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


 


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


 


3.
                                    Without limitation to the provisions of this
agreement, the duties, powers and responsibilities of the CFO are governed by
the articles of association of the Company, as amended from time to time, by
the applicable laws, in particular the Limited Liability Statute, by the
by-laws, as amended from time to time, and the instructions of the
shareholders.


 


4.
                                    The Company reserves the right, to appoint
additional Executive Vice Presidents and to change the representation policy at
any time.



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§ 2


 


Compensation


 


1.                                       The CFO will be paid a yearly gross salary of
EUR 240,000 payable in twelve equal monthly instalments at the end of each
month. The monthly gross salary will be transferred at the end of each month to
a bank account as determined by the CFO.


 


                                               In
addition, 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 work
is compensated by the remuneration as described above. The CFO is obliged to
work longer than the usual working hours, if it is necessary for the achievement
of the business objectives of the Company.


 


3.                                       In addition, the Company has to pay to the CFO
the legally required employer allowances with respect to healthcare, nursing
care, pension and unemployment insurance, which have to be borne in equal shares
by the CFO and the Company on the basis of the applicable laws. If the CFO is
exempted from the healthcare insurance obligation, the Company will pay 50 % of
her contributions to a private healthcare insurance up to the amount which
equals 50 % of the contribution to the statutory healthcare insurance.


 


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


 


§ 3


 


Expenses


 


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


 


§ 4


 


Vacation and Holiday


 


The
CFO is entitled to vacation of 30 business days each calendar year. The CFO
shall schedule vacation after consultation of the CEO and the other Executive
Vice Presidents and the shareholders so as not to interfere with the
performance of her duties.


 


§ 5


 


Disability


 


1.                                       The CFO has to inform the Company without
undue delay about any disability, its reasons and its expected duration. In
case of illness, the CFO has to present to the


 



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


 


2.                                       In case of any illness, the Company shall continue
to pay to the CFO for a period of six weeks her contractual compensation
reduced by any amounts received by the CFO from any statutory or private
insurance.


 


§ 6


 


Additional Business


 


1.                                       The CFO will devote her skills and knowledge
only to the Company. During the term of this Agreement, the CFO is not allowed
to engage in any additional business without the prior written consent of the
shareholders. Any publications and lectures, which refer to the business of the
Company but are not in the best interest of the Company, do require the prior
written consent of the shareholders.


 


2.                                       The CFO shall not actively participate in any
company or engage in any own business without the prior written consent of the
shareholders. Such consent is not required in the event of the acquisition of
interests or shares of a publicly listed company for the purpose of capital
investment without influence on business decisions.


 


§ 7


 


Confidentiality, Non-competition


 


1.                                       The CFO shall keep strictly confidential any
and all confidential information regarding the Company and its affiliated
entities, irrespective of the source of such knowledge, vis-à-vis third parties
and other employees of the Company who are not entitled to receive such
confidential information. The confidentiality covenant shall not apply, if and
to the extent that the transfer of the information is necessary for the due
performance of the CFO’s duties or if the CFO has obtained the prior written
consent of the shareholders. This confidentiality obligation shall remain in
force after the termination of this agreement.


 


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


 


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


 



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§ 8


 


Term and Termination


 


1.                                       This agreement shall become effective as of July
1, 1999 and shall be entered into for an indefinite period of time. Each party
may terminate this agreement upon 24 month prior notice with effect as of the
end of the calendar quarter.


 


2.                                       Each party may terminate this agreement for
cause.


 


3.
                                    Any termination notice has to be made in
writing.


 


4.
                                    The Company is entitled to release the CFO
from work at any time but the Company has to continue to pay the compensation
owed to the CFO in accordance with this agreement.


 


§ 9


 


Retention of Documents


 


Upon termination of the CFOs
employment 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 the
Company. The CFO does not have any right of retention with respect to the
aforementioned documents.


 


§ 11


 


Miscellaneous


 


1.                                       This agreement supersedes any prior
agreements between the parties. This agreement will be adapted in the usual
form in the case of a transformation of the Company into an “AG”  and an IPO.


 


2.                                       There are no additional agreements between
the parties.


 


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


 


4.                                       The parties comply with the requirement of written
form by using fax or telecopy, if the author of the document is identifiable.


 


5.                                       Should any provisions of this agreement be or
become invalid, this does in no way influence the validity of the remaining
provisions. Any invalid provision shall be deemed replaced by an adequate valid
term nearest to what the parties wanted or would have wanted taking into
account 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, personal
insurance coverage for CFOs, as amended from time to time, shall apply.


 


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


 


9.                                       The Company shall reimburse properly
documented moving expenses.


 


The CFO hereby confirms
receipt of an executed counterpart of this agreement.


 


Bensheim June 27, 2001


 


Sirona Dental Systems SARL


 


 


Simone
Blank


 



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