Exhibit 10.5


 


FREE TRANSLATION  

THE ORIGINAL VERSION IN GERMAN LANGUAGE PREVAILS


 


CEO -
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.


 


Jost
Fischer


 


Buchenweg
16


 


83098
Brannenbarg


 


(hereinafter
the “CEO”)


 


§
1


 


Basis


 


1.
                                    Mr. Fischer will become CEO of the Company with
effect as of April 1, 2002 and Chairman of the executive management board as of
May 1, 2002.


 


2.                                       The CEO represents the Company in and out of
court acting jointly with another  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 CEO 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 base salary of the CEO amounts to
EUR 378,000 per business year payable in twelve equal monthly instalments
at the end of each month.


 


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


 


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


 


4.                                       In addition, the Company has to pay to the CEO
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 CEO and the Company on the basis of the applicable laws. If the CEO
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.


 


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


 


6.
                                    The CEO is entitled to request a company car
Daimler Benz E-Klasse (original price approximately EUR 50,000 without VAT)
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.


 


§ 3


 


Expenses


 


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


 


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


 


§ 4


 


Insurances


 


1.                                       Accident Insurance: The Company has to enter
into an accident insurance in favour of the CEO with the following cover
amounts:


 


·                  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 to
provide for reasonable legal protection against civil, criminal and public law
claims of third parties in connection with the services rendered by the CEO
under this agreement.


 


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


 


§ 5


 


Vacation and Holiday


 


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


 


§ 6


 


Disability


 


1.                                       The CEO has to inform the Company without
undue delay about any disability, its reasons and its expected duration. In
case of illness, the CEO has to present to the Company upon its request a
medical attestation regarding the disability and its expected duration.


 


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


 


3.                                       In the case of death, the Company shall
continue to pay to the CEO’s dependants his contractual compensation for a
period of up to six months.


 


§ 7


 


Additional Business


 


1.                                       The CEO will devote his skills and knowledge
only to the Company. During the term of this Agreement, the CEO 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 CEO 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


 



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                                                company for the purpose of capital investment
without influence on business decisions.


 


§ 8


 


Confidentiality, Non-competition


 


1.                                       The CEO 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 CEO’s duties or if the CEO has obtained the prior written
consent of the shareholders. This confidentiality obligation shall remain in
force after the termination of this agreement.


 


2.
                                    The CEO 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 CEO 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.


 


§ 9


 


Term and Termination


 


1.                                       This agreement shall become effective as of
April 1, 2002 and shall be entered into for an indefinite period of time. Each
party may terminate this agreement upon twelve 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 CEO from
work at any time but the Company has to continue to pay the compensation owed
to the CEO in accordance with this agreement.


 


§ 10


 


Retention of Documents


 


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


 


§ 11


 


Miscellaneous


 


1.                                       There exist no additional agreements between
the parties.


 


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


 


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


 


4.                                       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.


 


5.                                       This agreement is governed by Germany law.


 


6.                                       The Company shall reimburse properly
documented moving expenses.


 


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


 


The CEO hereby confirms
receipt 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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