Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 1, 2021, DENTSPLY SIRONA Inc. (the "Company") announced that Keith J.
Ebling, its Executive Vice President and General Counsel, will be leaving the
Company in connection with the relocation of his position to the Company's
headquarters in Charlotte, North Carolina and will continue to serve in his
present position until his successor is appointed but not beyond December 31,
2021. The Company is conducting a formal search for his replacement.
In connection with the anticipated departure, the Company and Mr. Ebling entered
into a Separation and Release of Claims Agreement (the "Separation Agreement").
Mr. Ebling has agreed to serve with the Company until April 1, 2022, or such
other date as the Company and Mr. Ebling may mutually agree (the "Separation
Date"). During a transition period between December 31, 2021 and the Separation
Date, Mr. Ebling will continue his employment as an advisor to the Chief
Executive Officer with an annualized base salary of $35,568, and he will not be
eligible for an annual bonus in 2022 or additional long-term equity incentive
awards. If his successor is appointed before December 31, 2021, he will continue
to serve until then in the capacity of Executive Vice President and compensated
in accordance with his current employment agreement. Mr. Ebling's employment
will continue under his current employment agreement, except to the extent
modified and superseded by the Separation Agreement.
Subject to the terms and conditions of the Separation Agreement, the Company has
agreed to provide Mr. Ebling compensation and benefits as follows: (i) an amount
equal to $2,525,302.50, payable over 24 months in equal installments following
the Separation Date; (ii) continuing eligibility for vesting of stock options
and performance based restricted share units for 24 months following the
Separation Date, provided that certain restricted share units that vest based on
operating margin performance targets vest as set forth in the applicable award
agreement; (iii) the immediate vesting of restricted share units that were
scheduled to vest within 24 months of the Separation Date; and (iv) payments
relating to certain health, retirement and similar benefits, and provision of
outplacement services, generally consistent with his employment agreement. Other
than as set forth above, any other equity awards are forfeited without further
consideration.
The foregoing summary of the Separation Agreement does not purport to be
complete and is qualified in its entirety by the full text of the Separation
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
10.1 Separation and Release of Claims Agreement, dated May 31, 2021.
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