APPENDIX D

 

                          DENTSPLY INTERNATIONAL, INC.

                           HUMAN RESOURCES COMMITTEE

                                    CHARTER

 

I. PURPOSE

 

The primary function of the Human Resources Committee is to provide general

oversight and assistance to the Board of Directors of the Company (the "Board")

for the organizational structure of the Company and the compensation and hiring

plans, policies and practices of the Company, including specifically the

compensation of the executive officers.

 

II. ORGANIZATION

 

A. Composition.  The Committee shall consist of directors who are independent,

   as defined by NASDAQ and SEC rules, and are free from any relationship with

   the Company or management of the Company that, in the opinion of the Board as

   evidenced by its appointment of such Committee members, would interfere with

   the exercise of independent judgment as a Committee member.

 

B. Meetings.  The Committee will meet as often as necessary to carry out its

   responsibilities. Meetings may be called by the Chairman of the Committee

   and/or management of the Company. A majority of the Committee shall

   constitute a quorum. Written minutes of each meeting shall be duly filed in

   the Company records. Reports of meetings of the Committee shall be made to

   the Board accompanied by any recommendations to the Board for matters that

   the Committee determines requires approval of the Board.

 

III. FUNCTIONS

 

A. General.  The Committee's general responsibility is to oversee the Company's

   employment, hiring and compensation plans, personnel practices and policies,

   and assure that the senior executives of the Company and its wholly-owned

   affiliates are compensated effectively in a manner consistent with the stated

   compensation strategy of the Company, internal equity considerations,

   competitive practice, and the requirements of the appropriate regulatory

   bodies. The Committee shall communicate to shareholders, as deemed

   appropriate or as required by the Securities and Exchange Commission or other

   regulatory body, the Company's compensation policies and practices. More

   specifically, the Committee shall be responsible for the following:

 

     - Reviewing periodically the appointments, promotions and performance of

       certain officers of the Company and the potential successors of the

       principal executive officers of the Company, as the Committee shall

       designate, and making recommendations to the Board with respect to such

       matters to the extent it deems appropriate;

 

     - Review from time to time and approve the Company's stated compensation

       strategy to ensure that management is rewarded appropriately for its

       contributions to Company growth and profitability and that the executive

       compensation strategy supports organization objectives and shareholder

       interests;

 

     - Review annually and determine the individual elements of total

       compensation for the executive management of the Company and communicate

       in the annual Board Compensation Committee Report to shareholders the

       factors and criteria on which the executive officers', including the

       Chief Executive Officer's, compensation for the last year was based;

 

     - Assure that the Company's executive incentive compensation program(s) are

       administered in a manner consistent with the Company's compensation

       strategy as to participation, target annual incentive awards, corporate

       financial goals, and actual awards paid to executive management;

 

     - Approve, subject to shareholders approval when appropriate, all new

       equity-related incentive plans for senior management;

 

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     - Recommend to the Board participants in the Company's Supplemental

       Executive Retirement Plan;

 

     - Review the recruitment, hiring and promotion practices of the Company and

       its subsidiaries in the light of applicable legal requirements and

       corporate governance policies established by the Board;

 

     - Receive and review annually or otherwise, as the Committee shall deem

       appropriate, reports on significant matters and actions taken in

       connection with the operation and administration of the employee benefits

       plans of the Company and its subsidiaries;

 

     - Review with the Chief Executive Officer matters relating to management

       succession;

 

     - If appropriate, hire experts in the field of executive compensation and

       other matters related to the functions of the Committee to assist the

       Committee with its areas of responsibility; and

 

     - Such other duties and responsibilities as may be assigned to the

       Committee, from time to time, by the Board of the Company, or as

       designated in Company plan documents.

 

B. Consultants.  The Committee shall at all times have the authority to retain

   and terminate any compensation consultants or other advisors to assist it in

   any aspect of the evaluation of executive compensation or on any other

   subject relevant to the Committee's responsibilities, including the authority

   to approve such consultant's or advisor's fees and other retention terms.

 

C. Stock Option Plans.  Either directly or through delegation to the

   subcommittee, administer the Company's Stock Option Plans, including but not

   limited to:

 

     - Participating in the establishment of option guidelines and general size

       of overall grants;

 

     - Making grants;

 

     - Interpreting the Plans;

 

     - Determining rules and regulations relating to the Plans;

 

     - Modifying existing or canceling existing grants and substituting new ones

       (with the consent of the grantees);

 

     - Approving any exceptions to receive retiree treatment; and

 

     - Authorizing foreign subsidiaries to adopt plans pursuant to the

       provisions of the Plans.