Exhibit 10.7


 


FREE
TRANSLATION  

THE ORIGINAL VERSION IN GERMAN LANGUAGE PREVAILS


 


EXECUTIVE
VICE PRESIDENT - 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


 


Mr.


 


Theodor
Haar


 


Talstraße
89


 


71279
Renningen


 


(hereinafter
the “Executive Vice President”


 


§
1


 


Basis


 


1.
                                    Mr. Haar will become a Executive Vice
President  of the Company with effect as
of July 1, 1999.


 


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


 


3.
                                    Without limitation to the provisions of this
agreement, the duties, powers and responsibilities of the Executive Vice
President  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 Executive Vice President will be paid a
yearly gross salary of EUR 210,000 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
Executive Vice President.


 


In addition, the Executive Vice President is eligible to receive a
bonus 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 the
remuneration as described above. The Executive Vice President 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 Executive
Vice President  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 Executive
Vice President  and the Company on the
basis of the applicable laws. If the Executive Vice President  is exempted from the healthcare insurance
obligation, the Company will pay 50 % of his 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 Executive Vice President
 is entitled to vacation of 30 business
days each calendar year. The Executive Vice President  shall schedule vacation after consultation of  the CEO, the other Executive Vice Presidents
and 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 delay
about any disability, its reasons and its expected duration. In case of
illness, the Executive Vice President  has to present to the 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 Executive Vice President  for a period of six weeks his contractual
compensation reduced by any amounts received by the Executive Vice President  from any statutory or private insurance. If
the disability continues for periods longer than six weeks, the employee will
receive an additional payment to the sick benefit, if the employee is insured
by the state health insurance. The additional pay will fill the gap between the
sick benefit and the last net compensation (after taxes). If the employee is
not insured by the state health insurance he will receive his gross
compensation for additional 72 months.


 


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


 


§ 6


 


Additional Business


 


1.                                       The Executive Vice President  will devote his skills and knowledge only to
the Company. During the term of this Agreement, the Executive Vice President  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 Executive Vice President  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 Executive Vice President  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 Executive Vice President’s


 



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                                                duties or if the Executive Vice President  has obtained the prior written consent of the
shareholders. This confidentiality obligation shall remain in force after the
termination 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 the
Company without the prior written consent of the shareholders.


 


3.                                       The Executive Vice President  shall not, during the course of his 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.


 


§ 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 Executive
Vice President  from work at any time but
the Company has to continue to pay the compensation owed to the Executive Vice
President  in accordance with this
agreement.


 


§ 9


 


Retention of Documents


 


Upon termination of the Executive Vice President s employment or upon
release of work according to section 8.4 of this agreement, the Executive Vice
President  shall return to the Company
without undue delay any business documents, letters, drafts and similar documents
and copies thereof referring to the Company. The Executive Vice President  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 corporation and an
IPO.


 



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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.


 


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


 


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


 


9.                                       The Company shall reimburse properly
documented moving expenses.


 


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


 


Bensheim June 27, 2001


 


Sirona Dental Systems SARL


 


Theo
Haar


 


 



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