Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Key Employee Severance Plan



On May 24, 2022, the Human Resources Committee of the Board of Directors (the
"Committee") of Dentsply Sirona Inc. (the "Company"), as part of its ongoing
review of the Company's executive compensation and retention program, approved
the terms of the Dentsply Sirona Inc. Key Employee Severance Benefits Plan (the
"Severance Plan") and on May 25, 2022, the Board ratified the Committee's
approval of the Severance Plan. The Severance Plan provides for severance
payments and benefits to certain eligible Employees (as defined in the Severance
Plan), including executive officers, of the Company in the event that the
applicable Employee (A) resigns for "Good Reason" (as defined in the Severance
Plan) or (B) is involuntarily terminated by the Company without "Cause" (as
defined in the Severance Plan) (each, a "Non-COC Qualified Termination"), with
increased severance payments and benefits in connection with, or within a
specified period of time following a "change of control" (as defined in the
Severance Plan) (a "COC Qualified Termination"), or for eligible Employees other
than the CEO outside of such a change of control, such Employee's termination,
on or prior to December 31, 2023 (a "Limited Initial Coverage Period Qualified
Termination" and, together with a COC Qualified Termination and a Non-COC
Qualified Termination, a "Qualified Termination"). The Interim CEO (as defined
in the Severance Plan) and the Interim CFO (as defined in the Severance Plan)
are ineligible to participate in the Severance Plan.

Upon a Non-COC Qualified Termination, and subject to his or her satisfaction of
the conditions to severance described below, the CEO would be entitled to
receive severance pay equal to (A) 2.0 times the sum of: (i) his or her annual
base salary; (ii) his or her annual target bonus for the fiscal year including
the date of termination; and (iii) 12 months of applicable monthly COBRA charges
for continuation of medical, dental and vision insurances on a post-employment
basis which are based on his or her active insurance coverage elections at the
date of termination plus (B) a prorated annual bonus, if any, payable in the
normal course with other executives based upon the actual achievement of
performance targets for the fiscal year including the date of termination, plus
(C) for any equity-compensation awards held pursuant to the Dentsply Sirona Inc.
2016 Omnibus Incentive Plan, as amended (the "Equity Plan"), if such awards
provide for accelerated vesting in the event of termination without Cause, then
such awards are also deemed to accelerate vesting in the event of a resignation
with Good Reason.

Upon a Non-COC Qualified Termination, all eligible Employees other than the CEO
would be entitled to receive severance pay equal to (A) 1.0 times the sum of:
(i) his or her annual base salary; (ii) his or her annual target bonus for the
fiscal year including the date of termination; and (iii) 12 months of applicable
monthly COBRA charges for continuation of medical, dental and vision insurances
on a post-employment basis which are based on the his or her active insurance
coverage elections at the date of termination, plus (B) a prorated annual bonus,
if any, payable in the normal course with other executives based upon the actual
achievement of performance targets for the fiscal year including the date of
termination, plus (C) for any equity-compensation awards held pursuant to the
Equity Plan, if such awards provide for accelerated vesting in the event of
termination without Cause, then such awards are also deemed to accelerate
vesting in the event of a resignation with Good Reason.

Upon a COC Qualified Termination, and subject to his or her satisfaction of the
conditions to severance described below, the CEO would be eligible to receive
enhanced severance pay equal to (A) 3.0 times the sum of: (i) his or her annual
base salary; (ii) his or her annual target bonus for the fiscal year including
the date of termination; and (iii) 12 months of applicable monthly COBRA charges
for continuation of medical, dental and vision insurances on a post-employment
basis which are based on his or her active insurance coverage elections at the
date of termination, plus (B) for any equity-compensation awards held pursuant
to the Equity Plan, if such awards provide for accelerated vesting in the event
of a "Change in Control" (as defined in the Equity Plan), then "Good Reason" for
purposes of accelerated vesting under the Equity Plan shall instead be
determined under the definition of Good Reason under the Severance Plan.

Upon a COC Qualified Termination, and subject to his or her satisfaction of the
conditions to severance described below, all eligible Employees other than the
CEO would be eligible to receive severance pay equal to (A) 2.0 times the sum
of: (i) his or her annual base salary; (ii) his or her annual target bonus for
the fiscal year including the date of termination; and (iii) 12 months of
applicable monthly COBRA charges for continuation of medical, dental and vision
insurances on a post-employment basis which are based on his or her active
insurance coverage elections at the date of termination, plus (B) for any
equity-compensation awards held pursuant to the Equity Plan, if such awards
provide for accelerated vesting in the event of a "change in control" (as
defined in the Equity Plan), then "Good Reason" for purposes of accelerated
vesting under the Equity Plan shall instead be determined under the definition
of Good Reason under the Severance Plan.


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Finally, upon a Limited Initial Coverage Period Qualified Termination, any
eligible Employees other than the CEO would be entitled to receive severance pay
equal to (A) 1.5 times the sum of: (i) his or her annual base salary; (ii) his
or her annual target bonus for the fiscal year including the date of
termination; and (iii) 12 months of applicable monthly COBRA charges for
continuation of medical, dental and vision insurances on a post-employment basis
which are based on his or her active insurance coverage elections at the date of
termination, plus (B) a prorated annual bonus, if any, payable in the normal
course with other executives based upon the actual achievement of performance
targets for the fiscal year including the date of termination, plus (C) if such
Employee received a retention equity award via notification from the interim CEO
on April 27, 2022 (a "Retention Equity Award"), such Retention Equity Award
becomes fully vested and nonforfeitable upon the date of such Limited Initial
Coverage Period Qualified Termination. Eligibility for a Limited Initial
Coverage Period Qualified Termination will naturally expire and have no further
effect as of 11:59 p.m. EST on December 31, 2023.

As a condition to an eligible Employee's receipt of severance benefits under the
Severance Plan with respect to a Qualified Termination, the Employee must
execute and not revoke a General Release and Waiver of all claims against the
Company and all its Affiliates (as defined in the Severance Plan).

The foregoing description of the Severance Plan is qualified in its entirety by reference to the text of the Severance Plan filed as Exhibit 10.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On May 25, 2022, the Board of Directors (the "Board") of DENTSPLY SIRONA Inc.
(the "Company") adopted and approved the Sixth Amended and Restated By-laws of
the Company (as amended and restated, the "Amended Bylaws").

The Amended Bylaws are generally designed to ensure compliance with applicable
laws, rules and regulations, to reflect the current practices and policies of
the Company, and to conform to current market practices and policies of other
public companies. Among other matters, the Amended Bylaws are revised to: (i)
update definitions of terms such as electronic transmission, electronic mail and
electronic mail address and otherwise further clarify the ability of electronic
transmissions for board and stockholder meetings, (ii) opt out of the Delaware
corporate statute permitting electronic delivery and signatures for purposes of
notices or information to be provided to the Company or its officers, (iii)
provide for supplemental telephonic or electronic notice to directors living
outside the U.S. when notice is provided by courier or mail, (iv) specifies that
a shareholder that makes a proposal or nominates a director candidate for
election to the Board, or their Qualified Representative (as defined in the
Amended Bylaws) must appear in person at the shareholder meeting in which such
proposal or nomination is to be considered, (v) broaden the definition of
"public announcement" in connection with meeting announcements made by the
Company, (vi) specified additional disclosure requirements for proposing
shareholders and director nominees relating to their respective relationships
with and interests in the Company and set forth specific diligence processes
available to the Board to assist in the vetting of any nominee for election to
the Board, (vii) establish specific timing requirements for updating disclosure
provided by or relating to a shareholder making a proposal or nomination and a
director nominee, and (viii) update miscellaneous construction and
interpretation provisions.

The Amended Bylaws also include the amendment to the exclusive forum bylaw
provision to designate the exclusive forum for the adjudication of certain legal
matters, which is described in the Company's proxy statement filed with the SEC
on April 13, 2022 and which amendment was approved by the Company's shareholders
at its annual meeting of shareholders on May 25, 2022.

The foregoing description of the Amended Bylaws is not complete and is qualified
in its entirety by reference to the full text of the Amended Bylaws, a copy of
which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:

Exhibit No. Description

         3.1                Sixth Amended and Restated Bylaws of DENTSPLY SIRONA Inc.
        10.1                Dentsply Sirona Inc. Key Employee Severance

Benefits Plan, dated May 25, 2022*


           104              Cover Page Interactive Date File (embedded

within the Inline XBRL Document)

*Management contract or compensatory plan.

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