DENTSPLY INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective January 1, 1999)
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DENTSPLY INTERNATIONAL
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I INTRODUCTION
1.1. Name
1.2. Effective Date
1.3. Purpose
ARTICLE II DEFINITIONS
2.1. "Administrator"
2.2. "Beneficiary"
2.3. "Board"
2.4. "Change in Control"
2.5. "Committee"
2.6. "Compensation"
2.7. "Credited Service"
2.8 "DENTSPLY Contribution Account"
2.9 "Disability"
2.10. "Eligible Employee"
2.11. "Employer"
2.12. "Participant"
2.13. "Plan Year"
2.14. "Plan"
ARTICLE III PARTICIPATION BY ELIGIBLE EMPLOYEES
3.1. Participation
3.2. Immediate Cash-Out of Ineligible Employee
ARTICLE IV DENTSPLY CONTRIBUTIONS
4.1. Annual Contribution
4.2. Vesting of DENTSPLY Contributions
4.3. Forfeiture of Benefits
ARTICLE V DISTRIBUTIONS
5.1. Distribution Date
5.2. Method of Payment
5.3. Distributions on Death
5.4. Distribution on Change in Control
5.5. Valuation of Distributions
ARTICLE VI ACCOUNTS
6.1. DENTSPLY Contribution Account
6.2. Crediting of Earnings and Statement of Account
ARTICLE VII FUNDING AND PARTICIPANT'S INTEREST
7.1. Supplemental Executive Retirement Plan Unfunded
7.2. Participant's Interest in Plan
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ARTICLE VIII ADMINISTRATION AND INTERPRETATION
8.1. Administration
8.2. Interpretation
8.3. Records and Reports
8.4. Payment of Expenses
8.5. Indemnification for Liability
8.6. Claims Procedure
8.7. Review Procedure
ARTICLE IX AMENDMENT AND TERMINATION
9.1. Amendment and Termination
ARTICLE X MISCELLANEOUS PROVISIONS
10.1. Right of Employer to Take Employment Actions
10.2. Alienation or Assignment of Benefits
10.3. Right to Withhold
10.4. Construction
10.5. Headings
10.6. Number and Gender
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DENTSPLY INTERNATIONAL
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective January 1, 1999)
ARTICLE I
INTRODUCTION
1.1. Name. The name of this Plan is the DENTSPLY International
Supplemental Executive Retirement Plan ("The Plan").
1.2. Effective Date. The effective date of the Plan is January
1, 1999.
1.3. Purpose. This Plan is established, effective January 1, 1999, by
DENTSPLY International Inc. ("DENTSPLY") for the purposes of providing
additional retirement benefits for a select group of management and/or highly
compensated employees of the Employer.
This Plan provides for the crediting by the Employer of
retirement funds to accounts established under this plan for Eligible Employees.
All contributions under this Plan credited to Participants shall be in the form
of unfunded recordkeeping entries that shall be credited with earnings as
specified in the Plan.
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ARTICLE II
DEFINITIONS
Whenever the following initially capitalized words and phrases are
used in this Plan, they shall have the meanings specified below unless the
context clearly indicates to the contrary:
2.1. "Administrator" shall be the individual or individuals appointed
by the Committee to assist in administration of this Plan.
2.2. "Beneficiary" shall mean such person or legal entity as may be
designated by a Participant under Section 5.3 to receive benefits hereunder
after such Participant's death.
2.3. "Board" shall mean the Board of Directors of DENTSPLY, as
constituted from time to time.
2.4. "Change in Control" shall mean the occurrence, at any time
during the term of the Plan of any of the following events:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 12(d)(3) of the Exchange Act) (a "Person") (other than the
Company or any benefit plan sponsored by the Company) of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of the Common Stock (the "Outstanding
Common Stock") or (ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Voting Securities"); or (b) Individuals who, as of the effective
date of the Plan, constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least one-third (1/3) of the Board (rounded down to the
nearest whole number), provided that any individual whose election or nomination
for election was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the Directors of the
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Company (as such terms are used in Rule 14a-11 of Regulation 14A under the
Exchange Act); or
(c) Consummation by the Company of a reorganization, merger or
consolidation (a "Business Combination"), in each case, with respect to which
all or substantially all of the individuals and entities who were the
respective beneficial owners of the outstanding common stock and voting
securities immediately prior to such Business Combination do not, following such
Business Combination, beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination in substantially the same proportion as
their ownership immediately prior to such Business Combination of the
outstanding common stock and voting securities, as the case may be; or
(d) Consummation of a complete liquidation or dissolution of the
Company, or sale or other disposition of all or substantially all of the assets
of the Company other than to a corporation with respect to which, following such
sale or disposition, more than 50% of, respectively, the then outstanding shares
of common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors is then owned
beneficially, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
outstanding common stock and voting securities immediately prior to such sale or
disposition in substantially the same proportions as their ownership of the
outstanding common stock and voting securities, as the case may be, immediately
prior to such sale or disposition.
2.5. "Committee" shall mean the Human Resources Committee of the
Board.
2.6. "Compensation" shall mean a Participant's base salary plus any
incentive awards and bonuses payable for a Plan Year but not including any
income from or pertaining to stock options.
2.7 "Credited Service" shall have the same meaning as defined in the
DENTSPLY Employee Stock Ownership Plan; however, Credited Service prior to
January 1, 1999 shall be ignored for purposes of this Plan.
2.8. "DENTSPLY Contribution Account" shall mean the recordkeeping
account established by the Administrator for each Participant to which the
DENTSPLY contribution on each participant's behalf shall be allocated. A
Participant shall immediately become 100% vested in his/her DENTSPLY
Contribution Account if there is a Change in Control.
2.9. "Disability" shall mean a Participant is unable to perform
his/her duties for six months and the Committee reasonably determines the
Participant is unlikely to return to his/her regular duties.
2.10. "Eligible Employee" shall mean a Vice President or General
Manager employed by the Employer in the United States and any Corporate Officer
who has been designated by the Board of Directors to be eligible to participate
in the Plan.
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2.11. "Employer" shall mean DENTSPLY International ("DENTSPLY")
and any of its subsidiaries.
2.12 "Participant" shall mean an individual on whose behalf
employer contributions have been credited under this Plan.
2.13. "Plan Year" shall mean the calendar year.
2.14. "Plan" shall mean the DENTSPLY Supplemental Executive
Retirement Plan.
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ARTICLE III
PARTICIPATION BY ELIGIBLE EMPLOYEES
3.1. Participation. Participation in this Plan is limited to Eligible
Employees. Employees who were previously eligible to participate in this Plan
may continue to maintain account balances under this Plan. An Eligible Employee
shall participate in the Plan as determined by the Board. A Participant who
separates from service with the Employer will cease participation hereunder.
3.2. Immediate Cash-Out of Ineligible Employee. This Supplemental
Executive Retirement Plan is intended to be an unfunded "top-hat" plan,
maintained primarily for the purpose of providing retirement benefits for a
select group of management or highly compensated employees. If a Participant
ceases to be an Eligible Employee, the Participant's account balance shall
continue to be deferred until the earliest occurrence of an event specified in
Section 5. Notwithstanding the foregoing, if the continued deferral of any
Participant jeopardizes the "top-hat" status of the Plan, in the Committee 's
sole discretion, one hundred percent (100%) of such Participant's vested
DENTSPLY Contribution Account shall be paid to the Participant immediately.
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ARTICLE IV
DENTSPLY CONTRIBUTIONS
4.1. Annual DENTSPLY Contributions. The following contributions shall
be made to the DENTSPLY Contribution Account of each Participant for each Plan
Year:
(i) A contribution equal to the percentage
allocated under the DENTSPLY International
Employee Stock Ownership Plan for the same
Plan Year. For purposes of the allocation
under this Section 4.1(i) only Compensation
in excess of the limitation on Compensation
imposed by Internal Revenue Code 401(a)(17)
for a Plan Year ($160,000 in 1998) shall be
taken into account.
(ii) A contribution equal to 11.7% of Compensation.
For purposes of the allocation under this
Section 4.1(ii), total Compensation shall be
taken into account. The contribution provided
by this Section 4.1(ii) shall be reduced by
the contribution provided by the sum of
Section 4.1(i) above, plus the contribution
provided to the Participant under the DENTSPLY
International Employee Stock Ownership Plan
for the Plan Year.
4.2. Vesting of DENTSPLY Contributions. A Participant as of January 1,
1999 will become 100% vested in his DENTSPLY Contribution Account upon the
completion of three years of Credited Service. A Participant who first becomes a
Participant after January 1, 1999 shall be 100% vested in his DENTSPLY
Contribution Account following the Participant's completion of seven years of
Credited Service. A Participant who terminates employment prior to completing
seven years of Credited Service shall be partially vested in his DENTSPLY
Contribution Account, in accordance with the following schedule:
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Total Credited Service Vested Percentage
---------------------- -----------------
Less than 3 years 0%
3 years 20%
4 years 40%
5 years 60%
6 years 80%
7 years 100%
Notwithstanding the above, a Participant shall become 100% vested upon
Disability or death while actively employed.
4.3. Forfeiture of Benefits. Notwithstanding anything herein contained
to the contrary, no payment of any retirement benefits hereunder shall be made
and all rights under this Plan shall be forfeited if the Committee unanimously
determines that any of the following events occur:
(a) The Participant is terminated for gross or willful misconduct or
becomes employed with a competitor within two years of termination of
employment;
(b) The Participant has committed or participated in an act of fraud
or dishonesty against DENTSPLY; or
(c) The Participant has willfully and intentionally engaged in
any activity or conduct which is adverse to the best interests of DENTSPLY
and could result in a material loss to DENTSPLY or its business.
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ARTICLE V
DISTRIBUTIONS
5.1. Distribution Date. Distribution of a Participant's vested
DENTSPLY Contribution Account shall commence as of the earlier of the
Participant's death, Disability or termination of employment for any reason.
5.2. Method of Payment. Distributions under this Plan shall be paid in
cash in the form of a lump sum and/or in annual installments for a period not to
exceed five years. Notwithstanding the preceding sentence, a distribution of the
value of a Participant's vested account balance invested in DENTSPLY Common
Stock shall be paid in such Common Stock. The Participant may elect to have his
or her benefit distributed in installments by submitting a completed Election of
Payment Form to the Administrator no less than ninety (90) days prior to the
event giving rise to the need for the distribution and no later than the Plan
Year prior to the Plan Year in which the distribution shall commence. In the
absence of a timely election, distributions shall be paid in the form of a lump
sum.
5.3. Distributions on Death. In the event of a Participant's death
before his DENTSPLY Contribution Account has been distributed, distribution
shall be made to the Beneficiary selected by the Participant within thirty (30)
days after the date of death (or, if later, after the proper Beneficiary has
been identified). A Participant may from time to time change his designated
Beneficiary without the consent of such Beneficiary by filing a new designation
in writing with the Administrator. If no Beneficiary designation is in effect at
the time of the Participant's death, or if the designated Beneficiary is missing
or has predeceased the Participant, distribution shall be made to the
Participant's surviving spouse, or if none, to his surviving children per
stirpes, and if none, to his estate.
5.4. Distribution on Change in Control. In the event of a change in
control as defined in this Plan, each Participant will be given the option to
receive the value of his DENTSPLY Contribution Account in a lump sum no later
than sixty (60) days after the Change in Control. An optional distribution
received subject to this Section 5.4 must represent the entire DENTSPLY
Contribution Account and will be subject to a five percent (5%) penalty
reduction.
5.5. Valuation of Distributions. All distributions under this Plan
shall be based upon the amount credited to a Participant's DENTSPLY Contribution
Account as of the last business day of the month immediately preceding the date
of the distribution. The amount of installments payable to a Participant
electing such method of payment shall be determined by dividing the amount
credited to the Participant's vested DENTSPLY Contribution Account by the
remaining number of installments, including the current installment, to be paid.
It is understood that administrative requirements may lead to a delay between
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such valuation date and the date of distribution, not to exceed thirty (30)
days.
ARTICLE VI
ACCOUNTS
6.1. DENTSPLY Contribution Account . The Administrator shall establish
and maintain, or cause to be established and maintained, a separate DENTSPLY
Contribution Account for each Participant. Each Participant's account shall be
credited with earnings, for recordkeeping purposes only, as provided in Section
6.2. A Participant's DENTSPLY Contribution Account shall be maintained solely
for the purposes of measuring the amounts to be paid under this Supplemental
Executive Retirement Plan. The Employer shall not be required to fund or secure
the Account in any way. The Employer's obligation to Participants hereunder is
purely contractual.
6.2. Crediting of Earnings and Statement of Account. The Participant's
DENTSPLY Contribution Account shall be credited with Employer contribution
credits and earnings annually or, as applicable, upon a Distribution. The amount
of earnings to be credited each year shall be based on the investment selected
by the Participant. The Participant may choose from the following investments
with respect to contributions credited for each Plan Year: (i) DENTSPLY Common
Stock (any dividends will be reinvested in the Participant's DENTSPLY
Contribution Account), or (ii) U.S. Government 30-year Treasury bonds (average
yield for the month of January used for each Plan Year).
The Participant must submit an Investment Election Form to the
Administrator no later than 30 days prior to the beginning of each Plan Year
specifying the investment election for the following Plan Year. Each such
election shall be irrevocable. In the absence of the timely submission of an
investment election, the immediately preceding election shall be followed. In
the absence of a prior election form, the Participant's account shall be deemed
to be invested in DENTSPLY Common Stock. Investment exchanges of a Participant's
existing DENTSPLY Contribution Account shall not be permitted.
Earnings will be credited for whole years only, except for the year of
distribution for which earnings will be credited up to the last business day of
the month immediately preceding the date of distribution. As soon as practicable
after the end of each Plan Year (and at such additional times as the
Administrator may determine), the Administrator shall furnish each Participant
with a statement of the balance credited to the Participant's DENTSPLY
Contribution Account. Upon a Change in Control, as defined in 2.4, the method of
crediting earnings may not be modified or amended.
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ARTICLE VII
FUNDING AND PARTICIPANT'S INTEREST
7.1. Supplemental Executive Retirement Plan Unfunded. This
Supplemental Executive Retirement Plan shall be unfunded and no trust shall be
created by or for the Plan. The crediting to each Participant's DENTSPLY
Contribution Account, as the case may be, shall be made through recordkeeping
entries. No actual funds shall be set aside; provided, however, that nothing
herein shall prevent the Employer from establishing one or more grantor trusts
from which benefits due under this Supplemental Executive Retirement Plan may be
paid in certain instances. The Employer shall pay all distributions from its
general assets and a Participant (or his or her Beneficiary) shall have the
rights of a general, unsecured creditor against the Employer for any
distributions due hereunder. The Supplemental Executive Retirement Plan
constitutes a mere promise by the Employer to make benefit payments in the
future.
7.2. Participant's Interest in Plan. A Participant has an interest
only in the cash value of the amount credited to his account. A Participant has
no rights or interests in any specific funds, DENTSPLY stock or other
securities.
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ARTICLE VIII
ADMINISTRATION AND INTERPRETATION
8.1. Administration. The Committee shall be in charge of the overall
operation and administration of this Supplemental Executive Retirement Plan. The
Committee has, to the extent appropriate and in addition to the powers described
elsewhere in this Plan, full discretionary authority to construe and interpret
the terms and provisions of the Plan; to adopt, alter and repeal administrative
rules, guidelines and practices governing the Plan; to perform all acts,
including the delegation of its administrative responsibilities to advisors or
other persons who may or may not be employees of the Employer; and to rely upon
the information or opinions of legal counsel or experts selected to render
advice with respect to the Plan, as it shall deem advisable, with respect to the
administration of the Plan.
8.2. Interpretation. The Committee may take any action, correct any
defect, supply any omission or reconcile any inconsistency in the Supplemental
Executive Retirement Plan, or in any election hereunder, in the manner and to
the extent it shall deem necessary to carry the Supplemental Executive
Retirement Plan into effect or to carry out the Employer's purposes in adopting
the Plan. Any decision, interpretation or other action made or taken in good
faith by or at the direction of the Employer or the Committee arising out of or
in connection with the Supplemental Executive Retirement Plan, shall be within
the absolute discretion of each of them, and shall be final, binding and
conclusive on the Employer, and all Participants and Beneficiaries and their
respective heirs, executors, administrators, successors and assigns. The
Committee's determinations hereunder need not be uniform, and may be made
selectively among Eligible Employees, whether or not they are similarly
situated.
8.3. Records and Reports. The Administrator shall keep a record of
proceedings and actions and shall maintain or cause to be maintained all such
books of account, records, and other data as shall be necessary for the proper
administration of the Plan. Such records shall contain all relevant data
pertaining to individual Participants and their rights under this Plan. The
Committee shall have the duty to carry into effect all rights or benefits
provided hereunder to the extent assets of the Employer are properly available.
8.4. Payment of Expenses.
(a) Claims: The Employer shall bear all expenses incurred by the
Committee or the Administrator in administering this Plan. If a claim or dispute
arises concerning the Committee or the rights of a Participant or Beneficiary to
amounts contributed under this Plan, regardless of the party by whom such claim
or dispute is initiated, each party shall bear their own costs and expenses in
asserting or defending against such claim, except that, if a Participant is the
prevailing party in such matter, the Employer shall, upon presentation of
appropriate vouchers, pay all costs and expenses of the Participant, including
reasonable attorneys' fees, court costs, and ordinary and necessary
out-of-pocket costs of attorneys, billed to and payable by the Participant or by
anyone claiming under or through the Participant (such person being hereinafter
referred to as the "Participant's Claimant"), in connection with the bringing,
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prosecuting, defending, litigating, negotiating, or setting of such claim or
dispute.
(b) In the case of any claim or dispute initiated by a Participant or
the Participant's Claimant, such claim shall be made, or notice of such dispute
given, with specific reference to the provisions of this Plan, to the
Administrator within two (2) years (three (3) years, in the event of a Change in
Control) after the occurrence of the event giving rise to such claim or dispute.
8.5. Indemnification for Liability. The Employer shall indemnify the
Committee and the Administrator and the employees of the Employer to whom the
Administrator delegates duties under this Plan, against any and all claims,
losses, damages, expenses and liabilities arising from their responsibilities in
connection with this Plan, unless the same is determined to be due to gross
negligence or willful misconduct.
8.6. Claims Procedure. If a claim for benefits or for participation
under this Plan is denied in whole or in part, a Participant will receive
written notification. The notification will include specific reasons for the
denial, specific reference to pertinent provisions of this Plan, a description
of any additional material or information necessary to process the claim and why
such material or information is necessary, and an explanation of the claims
review procedure.
8.7. Review Procedure. Within ninety (90) days after the claim is
denied, a Participant (or his duly authorized representative) may file a written
request with the Administrator for a review of his denied claim. The Participant
may review pertinent documents that were used in processing his claim, submit
pertinent documents, and address issues and comments in writing to the
Administrator. The Administrator will notify the Participant of the Committee's
final decision in writing. In such response, the Administrator will explain the
reason for the decision, with specific references to pertinent Supplemental
Executive Retirement Plan provisions on which the decision was based.
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ARTICLE IX
AMENDMENT AND TERMINATION
9.1. Amendment and Termination. The Committee shall have the right, at
any time, to amend or terminate this Supplemental Executive Retirement Plan in
whole or in part or to discontinue contributions, provided that such amendment
or termination shall not adversely affect any Participant or Beneficiary under
the Supplemental Executive Retirement Plan on the basis of amounts allocated to
the Participant's DENTSPLY Contribution Account. If the Supplemental Executive
Retirement Plan is discontinued with respect to future contributions,
Participants' vested DENTSPLY Contribution Accounts shall be distributed in
accordance with the provisions of Section 5.1, unless the Committee designates
that distributions shall be made on an earlier date. If the Committee designates
such earlier date, each Participant shall receive distribution of his vested
DENTSPLY Contribution Account, as specified by the Committee. If the
Supplemental Executive Retirement Plan is completely terminated by the
Committee, each Participant shall receive distribution of his vested DENTSPLY
Contribution Account in one lump sum payment in cash or in kind as of the date
of the Supplemental Executive Retirement Plan termination, or in accordance with
the Plan.
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ARTICLE X
MISCELLANEOUS PROVISIONS
10.1. Right of Employer to Take Employment Actions. The adoption and
maintenance of this Supplemental Executive Retirement Plan shall not be deemed
to constitute an employment contract between the Employer and any Eligible
Employee, nor to be a consideration for, nor an inducement or condition of, the
employment of any person. Nothing herein contained, or any action taken
hereunder, shall be deemed to give any Eligible Employee the right to be
retained in the employ of the Employer or to interfere with the right of the
Employer to discharge any Eligible Employees at any time, nor shall it be deemed
to give to the Employer the right to require the Eligible Employee to remain in
its employ, nor shall it interfere with the Eligible Employee's right to
terminate his or her employment at any time. Nothing in this Plan shall prevent
the Employer from amending, modifying, or terminating any other benefit plan.
10.2. Alienation or Assignment of Benefits. A Participant's rights
and interest under the Supplemental Executive Retirement Plan shall not be
assigned or transferred except as otherwise provided herein, and the
Participant's rights to benefit payments under the Supplemental Executive
Retirement Plan shall not be subject to alienation, pledge or garnishment by or
on behalf of creditors (including heirs, beneficiaries, or dependents) of the
Participant or of a Beneficiary. Notwithstanding the preceding, the
Administrator may direct distributions in accordance with the Plan to an
alternate payee pursuant to a Qualified Domestic Relations Order (QDRO), as
defined in Section 414(p) of the Internal Revenue Code of 1986, as amended,
prior to any distribution date described in Article V.
10.3. Right to Withhold. To the extent required by law in effect at
the time a distribution is made from the Supplemental Executive Retirement Plan,
the Employer or its agents shall have the right to withhold or deduct from any
distributions or payments any taxes required to be withheld by federal, state or
local governments.
10.4. Construction. All legal questions pertaining to the Supplemental
Executive Retirement Plan shall be determined in accordance with the laws of the
State of Pennsylvania, to the extent such laws are not superseded by the
Employee Retirement Income Security Act of 1974, as amended, or any other
federal law.
10.5. Headings. The headings of the Articles and Sections of this
Supplemental Executive Retirement Plan are for reference only. In the event of a
conflict between a heading and the contents of an Article or Section, the
contents of the Article or Section shall control.
10.6. Number and Gender. Whenever any words used herein are in the
singular form, they shall be construed as though they were also used in the
plural form in all cases where they would so apply, and references to the male
gender shall be construed as applicable to the female gender where applicable,
and vice versa.
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