DENTSPLY
INTERNATIONAL
Amended and Restated Incentive Compensation Plan
DENTSPLY INTERNATIONAL INC.
AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN
I. PURPOSE
To provide greater incentive for key employees to continually exert
their best efforts on behalf of the Company by rewarding them for
achieving predetermined operating objectives.
To attract and retain in the employ of the Company outstanding results
oriented individuals.
To align the interests of such employees with those of the Company's
stockholders.
To create a management team effort within the various Profit Centers
and operating units of the Company.
II. ADMINISTRATION
The Plan will be administered by, and any question of interpretation
under the Plan determined by, the Human Resources Committee ("Human
Resources Committee") of the Dentsply International Inc. Board of
Directors (the "Board"). The Board or the Human Resources Committee may
appoint an Incentive Compensation Plan Committee ("ICP Committee")
consisting of management employees to assist in the administration of
the Plan.
III. AWARDS
Awards will be determined by the Human Resources Committee, based on
criteria determined by such Committee and described in Section VIII
hereof, for each applicable year (a "Bonus Year"). Cash payments will
be made to participants immediately after the close of corporate books
for the applicable Bonus Year but in no case later than March 1st of
the year succeeding the applicable Bonus Year. Payments will be rounded
up or down to the nearest $100 equivalent.
IV. PARTICIPANT ELIGIBILITY
A. Profit Centers
1. General Managers
2. Individuals who normally report directly to the
General Manager.
3. Individuals' work assignment must have a direct
bearing on the profit-ability of the Profit Center.
4. Individual must be recommended for participation by
both the General Manager of the Profit Center and the
Corporate Officer responsible for the Profit Center
and approved by the ICP Committee.
B. Corporate Staff
1. Individuals whose work assignment must have direct
bearing on the profitability of the corporation.
2. Officers
3. Individuals who normally report directly to a
Corporate Officer.
4. Individual must be recommended for participation by
the responsible Corporate Officer and the President
and approved by the ICP Committee.
V. ENROLLMENT
The Board will designate the officers who will be participants. General
Managers will send their recommendations for participation to the
Corporate Officer responsible for the Profit Center or Corporate Staff
Department.
Corporate Officers will send recommendations to the ICP Committee and
Corporate Human Resources Office who will be charged with monitoring
participants in conjunction with the ICP Committee.
VI. VESTING OF BONUS RIGHTS
A. Those participants who leave the employ of the Company before
the end of the Bonus Year for any reason other than normal
retirement, death or a bona fide physical or mental disability
(as determined by the Human Resources Committee) will receive
no bonus payment for the Bonus Year.
B. Those participants who die or who take normal or early
retirement or resign due to a bona fide disability (as
determined by the Human Resources Committee) before the end of
the Bonus Year will receive a bonus award, to the extent
earned for the year, based upon the pro-rata base pay received
while actually working during the Bonus Year, which shall be
paid when all other awards are paid under the Plan.
VII. PARTICIPANT ADDITIONS OR DELETIONS
Profit Center General Managers or Corporate Officers may remove
participants from the Plan at any time during the Bonus Year by
following the same procedure outlined in Enrollment. Any participants
who are removed from the Plan during a Bonus Year shall have no right
to receive payments under the Plan for any portion of such Bonus Year.
Participants may be added during the Bonus Year if they are a direct
replacement for someone already enrolled in the Plan or, if they are
hired to fill a new position eligible for the Plan, and will be in the
qualifying position for at least six months. In this instance the new
person will only receive his or her bonus award based on the pro-rata
base pay received while enrolled in the Plan.
VIII. PLAN CRITERIA
The Plan centers on each Profit Center's performance as measured
against the relevant budget, submitted by Profit Center Management and
approved by Corporate Management. For corporate level employees,
bonuses will be based on corporate performance measured against the
corporate budget.
The actual operating results will be adjusted for major sales or
dispositions of assets not in the ordinary course of business and
changes in the business or segments of the business which are directed
to be carried out by Corporate Management to the extent they were not
included in the target.
Base salary is defined as the total of 12 times year-end actual monthly
salary received during the Bonus Year or a base salary established by
the ICP Committee. It does not include any other compensation that
might be received.
Separate bonus calculations will be made for Officers, General
Managers, Key Employees and Corporate Staff.
IX. PRINCIPLES FOR HANDLING EXTRAORDINARY ITEMS
The handling of extraordinary items in the calculations of ICP awards
shall be in the discretion of the Human Resources Committee, however,
it is intended that certain general principles shall guide their
approach. The overriding principle is that management is responsible
and accountable for results as measured based on a US GAAP basis,
consistently applied.
Target is based on GAAP net income, but adjusted for the following
matters:
A. Remove the impact of unbudgeted acquisitions, divestitures
(sales, earnings, interest and capital implications) and share
repurchases (interest effects).
B. Remove unbudgeted restructuring expenses or gains (on reversal
of reserves), recognizing that these decisions usually benefit
future periods.
C. Remove the impact of significant or extraordinary unbudgeted
one time gains or losses, that are either outside the control
of management, are not reflective of current operations, or
benefit future periods (e.g. severance, refinancing costs,
compensation such as acceleration of option expense,
litigation).
D. Impairment charges included in GAAP earnings are generally
included in the results for purposes of determining the bonus
attainment, unless excluded at the discretion of the Human
Resources Committee based on factors such as the passing of
several years since investment, aggregate amount, and/or
technology obsolescence.
X. HUMAN RESOURCES COMMITTEE
The Human Resource Committee may adjust the mathematical calculation of
the ICP bonus in their sole discretion based on their evaluation of
business performance.
XI. AMENDMENTS TO THE PLAN
The Board has the right to modify or repeal this Plan entirely at its
discretion. However, any bonus payments that have been earned in
accordance with, but not yet paid under, this Plan cannot be canceled
without consent of the participant.