UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-39054
ENVISTA HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
83-2206728
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
200 S. Kraemer Blvd., Building E
92821-6208
Brea, California
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: 714-817-7000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value
NVST
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the
past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2
of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any
of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
As of February 7, 2025, the number of shares of the Registrant’s common stock outstanding was 172,188,060. The aggregate market value of the common stock of
the Registrant held by non-affiliates on June 28, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, was $2.2 billion
(based upon the closing price of $16.63 of the Registrant's common stock as reported on the New York Stock Exchange on such date).
____________________________________
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the Registrant’s proxy statement for its 2025 annual meeting of stockholders to be filed pursuant to
Regulation 14A within 120 days after Registrant’s fiscal year-end. With the exception of the sections of the 2025 Proxy Statement specifically incorporated herein
by reference, the 2025 Proxy Statement is not deemed to be filed as part of this Form 10-K.
In this Annual Report, the terms “Envista” or the “Company” refer to Envista Holdings Corporation, Envista Holdings Corporation and its consolidated
subsidiaries or the consolidated subsidiaries of Envista Holdings Corporation, as the context requires.
***
We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. In addition, our names, logos and
website names and addresses are owned by us or licensed by us. We also own or have the rights to copyrights that protect the content of our solutions. Solely for
convenience, the trademarks, service marks, trade names and copyrights referred to in this report are listed without the ©, ® and ™ symbols, but we will assert, to
the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, trade names and copyrights.
This report may include trademarks, service marks or trade names of other companies. Our use or display of other parties’ trademarks, service marks, trade names
or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark, service mark or trade name owners.
***
Unless otherwise indicated, information contained in this report concerning our industry and the markets in which we operate is based on information from
independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates.
Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our
internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets that we believe to be
reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information.
***
Unless otherwise indicated, all financial data in this Annual Report refer to continuing operations only.
TABLE OF CONTENTS
PAGE
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
1
PART I
Item 1.
Business
2
Item 1A.
Risk Factors
17
Item 1B.
Unresolved Staff Comments
45
Item 1C.
Cybersecurity
45
Item 2.
Properties
46
Item 3.
Legal Proceedings
46
Item 4.
Mine Safety Disclosures
46
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
47
Item 6.
Reserved
48
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
49
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
64
Item 8.
Financial Statements and Supplementary Data
65
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
118
Item 9A.
Controls and Procedures
118
Item 9B.
Other Information
118
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
118
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
119
Item 11.
Executive Compensation
119
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
119
Item 13.
Certain Relationships and Related Transactions, and Director Independence
119
Item 14.
Principal Accountant Fees and Services
119
PART IV
Item 15.
Exhibit and Financial Statement Schedules
120
Item 16.
Form 10-K Summary
120
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Annual Report are “forward-looking statements” within the meaning of the U.S. federal securities
laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of
revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or
other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance,
cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof,
divestitures, spin-offs, split-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation;
growth, declines and other trends in markets we sell into; future regulatory approvals and the timing thereof; outstanding claims, legal proceedings, tax audits and
assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; the anticipated timing of any of the foregoing;
assumptions underlying any of the foregoing; and any other statements that address events or developments that Envista intends or believes will or may occur in
the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,”
“potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-
looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of
their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These
forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth under “Item 1A. Risk
Factors” in this Annual Report.
Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business
decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Forward-
looking statements contained herein speak only as of the date of this Annual Report. Except to the extent required by applicable law, we do not assume any
obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
1
PART I
ITEM 1. BUSINESS
Overview
Envista is a global family of more than 30 trusted dental brands, including Nobel Biocare, Ormco, DEXIS, and Kerr, united by a shared purpose: to partner with
professionals to improve lives by digitizing, personalizing and democratizing oral care. We help our customers deliver the best possible patient care through
industry-leading dental consumables, solutions, technologies, and services. Our diversified portfolio of solutions covers a broad range of dentists' clinical needs for
preventing, diagnosing, and treating dental conditions as well as improving the aesthetics of the human smile. We offer comprehensive solutions to support
implant-based tooth replacements, orthodontic treatments, and diagnostic solutions. We further support the dental community with leading solutions in restoratives,
endodontics, rotary, infection prevention, and loupes.
We were formed in 2018 as a wholly-owned subsidiary of Danaher Corporation (“Danaher”). In 2019, we completed our initial public offering and separated from
Danaher.
With a foundation comprised of the proven Envista Business System (“EBS”) methodology, an experienced leadership team, and a strong culture grounded in
continuous improvement, commitment to innovation, and deep customer focus, we are well equipped to meet the end-to-end needs of dental professionals
worldwide. We are one of the largest global dental products companies, with strong positions in some of the most attractive segments of the dental products
industry. We serve dental professionals in over 130 countries through one of the largest commercial organizations in the dental products industry and through our
distribution partners. In 2024, we generated total sales of $2.5 billion, of which approximately 85% were derived from sales of consumable products, services, and
spare parts.
Our business is operated through two segments: Specialty Products & Technologies, which is comprised of our Implant-Based Tooth Replacement and Orthodontic
Solutions businesses, and Equipment & Consumables, which is comprised of our Diagnostic Solutions and Consumables businesses.
The following table presents the Company’s revenues disaggregated by geographical region for the years ended December 31, 2024 and 2023 ($ in millions).
Specialty Products &
Technologies
Equipment &
Consumables
Total
Year ended December 31, 2024
Geographical region:
North America
$
684.0
$
621.3
$
1,305.3
Western Europe
439.4
106.6
546.0
Other developed markets
86.1
34.2
120.3
Emerging markets
406.9
132.1
539.0
Total
$
1,616.4
$
894.2
$
2,510.6
Year ended December 31, 2023
Geographical region:
North America
$
702.0
$
610.5
$
1,312.5
Western Europe
447.7
121.7
569.4
Other developed markets
90.4
36.9
127.3
Emerging markets
402.3
155.0
557.3
Total
$
1,642.4
$
924.1
$
2,566.5
2
Our Business Segments
The table below describes the percentage of our total annual sales attributable to each of our segments over each of the three years ended December 31. For
additional information regarding sales, operating profit and identifiable assets by segment, please refer to Note 23 in our Consolidated Financial Statements
included elsewhere in this Annual Report.
2024
2023
2022
Specialty Products & Technologies
64%
64%
62%
Equipment & Consumables
36%
36%
38%
Specialty Products & Technologies
Our Specialty Products & Technologies segment primarily develops, manufactures and markets dental implant systems, including regenerative solutions, dental
prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products. We typically market these
products directly to end-users through our commercial organization, and 84% of our 2024 sales for this segment were direct sales. In 2024, our Specialty Products
& Technologies segment generated $1.6 billion of sales, representing year-over-year sales and core sales decrease of 1.6% and 0.9%, respectively. In 2024, 42% of
segment sales were derived from North America, 27% from Western Europe, 5% from other developed markets, and 26% from emerging markets. Sales of
consumable products, services and spare parts comprised 94% of segment sales in 2024. We believe strong industry fundamentals and new product solution
introductions in this segment will continue to drive strong growth for us.
Implant-Based Tooth Replacements
We are a world leader in the field of innovative implant-based tooth replacements offering a full portfolio of solutions that enable dentists to deliver single-tooth to
full-mouth restorations. One of our brands, Nobel Biocare, is the pioneer of implant science grounded in clinical research and has introduced a number of
innovations that have become widely adopted in the implant industry. Our comprehensive product offering includes dental implant systems, guided surgery
systems, biomaterials, and prefabricated and custom-built prosthetics. Other well-known brands in our portfolio include Alpha-Bio Tec
, Implant Direct
, and
NobelProcera
. We also offer a comprehensive education program to fully train our broad range of clinical customers, from clinicians performing basic implant
procedures to the most advanced practitioners, with the goal of enhancing patient access to high-quality dental care. Our customers include oral surgeons,
periodontists, prosthodontists, and general dentists.
Our Implant-Based Tooth Replacement brands have a long history of innovation, which include both the first documented case of a titanium dental implant being
placed in a human and the introduction of the concept of living bone adhering to an artificial implant (known as osseointegration). Today, our Nobel Biocare brand
offers several implant systems and is integrating them with the DTX suite of software applications described below. Through our Implant Direct and Alpha-Bio
Tec value implant businesses, we also offer a variety of implant systems that cover a broad range of price points in the market. Our Osteogenics acquisition added
innovative regenerative solutions that are highly complementary to the implant treatment.
Since being acquired in 2014, Nobel Biocare has focused on reinvigorating its product offerings and has released over 30 new products. Among these are
comprehensive software packages which are used for treatment planning of dental implants procedures and prosthetics. These software packages are integrated in
our broader DTX software suite, which also includes the ‘DTX Studio Clinic’ software package.
Orthodontic Solutions
For over 60 years, our Orthodontic Solutions businesses have provided orthodontic professionals with high quality, innovative products backed by educational
support to enhance the lives of their patients. We are a leading manufacturer and provider of advanced orthodontic technology and services designed to move
malpositioned teeth and jaws. Our products include brackets and wires, tubes and bands, clear aligners, digital orthodontic treatments, retainers, and other
orthodontic laboratory products, and are marketed under the Ormco
, Damon
, Insignia
, AOA
, and Spark
brands. We also offer a comprehensive
education system to fully train our clinical customers on the use of our products to address the full range of treatments from basic to the most advanced, with the
goal of enhancing patient access to high-quality dental care. Customers of our Orthodontic Solutions business are primarily orthodontists.
TM
TM
TM
TM
TM
TM
TM
TM
3
Our clear aligner system, Spark, is designed for mild to complex malocclusion and is made with TruGEN™ and TruGEN XR™, the latest generation of aligner
materials. It is designed to deliver higher sustained force retention for efficiency and a high level of transparency for aesthetics. Spark aligners are also designed
with polished, scalloped edges to enhance patient comfort. Over the past three years, we have launched a suite of upgrades to our Spark clear aligner Approver™
software designed to improve the customer experience with flexibility and customization features. We have partnered with industry leading intra-oral scanner
companies, including our own DEXIS IOS scanner, as part of our commitment to making imaging integrations seamless. We believe that Spark will provide
growth opportunities for our Orthodontic Solutions business over the next several years.
Equipment & Consumables
Our Equipment & Consumables segment primarily develops, manufactures, and markets dental equipment and supplies used in dental offices, including digital
imaging systems, software, and other visualization/magnification systems; endodontic systems and related products; restorative materials and instruments, rotary
burs, impression materials, bonding agents and cements; and infection prevention products. In 2024, our Equipment & Consumables segment generated $0.9
billion of sales. In 2024, 69% of segment sales were derived from North America, 12% from Western Europe, 4% from other developed markets, and 15% from
emerging markets. We distribute our Equipment & Consumables segment products primarily through our channel partners, representing approximately 88% of
sales in this segment in 2024. Sales from consumable products, services and spare parts comprised approximately 69% of segment sales in 2024.
Diagnostic Solutions
Our Diagnostic Solutions business is focused on dental imaging, X-ray, and intraoral scanner solutions used in dental offices, clinics and hospitals. Our Diagnostic
Solutions business was the pioneer in 2D/panoramic and 3D imaging and has one of the largest installed bases of dental imaging devices utilized in dental
practices. We hold a leading position in 3D imaging through the i-CAT and DEXIS brands. Our DEXIS brand is an industry leader in intraoral X-Ray digital
sensors, which provide two-dimensional images of the mouth. Our acquisition of the Intraoral Scanner Business in April 2022 added intraoral scanners and related
software to our portfolio.
The ‘DTX Studio Clinic’ software package is offered on many of our imaging products, allowing dental professionals to store and access a broad variety of clinical
patient images (e.g., 2D/3D/IOS/pictures) in one place. In combination with the ‘DTX Studio Implant’ and ‘DTX Studio Lab’ software packages, clinicians can
use one software ecosystem for image acquisition and diagnosis to treatment planning, implant surgery and restoration planning and placement, as well as for
collaboration with treatment partners such as other dentists or laboratories on one digital platform. We believe this will enable significant clinical workflow
efficiencies and more predictable clinical outcomes.
Consumables Solutions
Our Consumables business markets a broad offering of general dental products that are used in dental offices, clinics and hospitals. The business was primarily
established through the acquisition of Sybron Dental Specialties in 2006, as well as numerous other acquisitions. Our products are marketed under a variety of
brands, including Kerr
, Metrex
, Total Care, Pentron
, Optibond
, Harmonize
, Sonicfill
, Sybron Endo
and CaviWipes
.
Our products have strong brand and product recognition across many product categories, including restorative, endodontics, and infection control. We offer several
products designed to repair and restore fractured or otherwise damaged teeth. We also offer cements and bonding agents. Our Endodontics business offers a variety
of products used in the endodontic workflow which help clinicians to locate, shape, clean and fill root canals. We also produce curing lights and other products
including impression materials, burs, and waxes under several brands. Through our Metrex brand, we have a strong position within infection prevention products,
which include the CaviWipes and CaviCide
product lines, and are well positioned in both the dental and general medical market segments.
Our Priorities
Our priorities are focused in three areas:
•
Growth: We are investing in commercialization, clinical education, and innovation in our businesses to accelerate growth.
TM
TM
TM
TM
TM
TM
TM
TM
TM
4
•
Operations: We are utilizing EBS to improve manufacturing performance and operating costs.
•
People: We have refreshed our senior leadership team and we are making meaningful investments in engagement and talent development.
Our Strategy
Our strategic focus is comprised of three key elements:
•
“Establish a Strong Foundation”: EBS is a set of lean, innovation, growth and leadership-focused tools and processes that helps differentiate us from our
competitors. Beginning in 2016, we consolidated our operating companies, substantially reduced our manufacturing sites, consolidated sales offices, and
centralized our direct and indirect procurement organizations. We simplified our portfolio by reducing the number of our imaging brands and exiting
lower growth/margin businesses. We have also executed cost reduction initiatives. We continue to pursue a number of ongoing strategic initiatives across
our operating companies relating to efficient sourcing and improvements in manufacturing and back-office support, all with a focus on continually
improving quality, delivery, cost, growth and innovation.
◦
“Reinvest for Growth”: Streamlining our business operations and reducing costs has allowed us to reposition ourselves to create a digital and consumable
workflow-oriented portfolio. We have invested in our Specialty Products & Technologies segment, adding manufacturing capacity and personnel to these
businesses, with plans for further investment in 2025. We intend to drive shareholder value by deploying capital to acquire or invest in other businesses
that strategically fit into or extend our product offering into new or attractive adjacent markets - the Osteogenics acquisition in 2022 is an example of this
strategy in action. We have expanded our clinical training and education infrastructure to deepen dental practitioners’ experience of the strength of our
products and to further enhance patient access to high quality dental care. We believe these investments better position us to effectively meet the needs of
our customers, particularly the growing Dental Service Organization (“DSO”) segment, which values a comprehensive, end-to-end product offering with
the ability to roll out new technologies and procedure-focused trainings at scale.
◦
“Maintain and Pursue Long-Term Market Leadership”: As we seek to continue to improve our business and drive increased cash flow, we expect to
strategically invest in innovation to better serve our customers and accelerate organic growth. We have invested significant resources in the following
areas which we believe will help drive long-term market leadership:
•
Digital Workflow: We have developed our Diagnostic and Treatment Planning Software, DTX, to meet the growing demands for digital
connectivity of dental practices.
▪
Specialty Products & Technologies: We have launched several new products in our Orthodontic Solutions business over the past few years,
which have contributed meaningfully to our overall sales in the segment. Since 2020, we have expanded capacity for our Spark clear aligners and
added over 900 new employees to our Orthodontic Solutions business. Our research and development (“R&D”) expenditures in our Implant-
Based Tooth Replacement business accelerated the development of new implant systems. We will continue to invest in our global commercial
footprint and product innovation to grow our strong position in the Implant and Orthodontics markets, both of which are underpenetrated.
▪
Emerging Markets: We are a leading dental product provider in emerging markets (which we have historically defined as developing markets of
the world experiencing periods of accelerated growth in gross domestic product and infrastructure, including Eastern Europe, the Middle East,
Africa, Latin America and Asia (with the exception of Japan and Australia)) with product management, operations, regulatory affairs, sales and
marketing, and customer service resources focused on these markets. We have grown our emerging markets business from one that generated less
than $30 million in sales in 2011 to one that generated approximately $539 million in sales in 2024. We expect to continue to invest in emerging
markets as we believe this will be a strong growth driver for our business in the future and is in line with our purpose of democratizing dental
care. We have succeeded in emerging markets by harnessing our existing go-to-market infrastructure, building familiarity with local customer
needs and regulations, and establishing dedicated locally-based management resources.
5
Our Industry
The dental market is large, attractive, and has a number of secular drivers that we believe will support future growth. These include the digitization of dental
practices globally, which is transforming the way dentists diagnose and treat patients, leading to better clinical outcomes. In addition, we believe future growth of
the dental products industry will be driven by an aging population, the current under penetration of dental procedures - especially in emerging markets - improving
access to complex procedures due to increasing technological innovation, an increasing demand for cosmetic dentistry, and growth of DSOs, which are expected to
drive increasing penetration and access to care globally. Within the global dental products industry, we believe segments such as Implant-Based Tooth
Replacements, Orthodontic Solutions, and Diagnostic Solutions will grow at a more rapid pace than the overall market.
While both equipment and consumable products represent significant expenditures for dental service providers, the sales dynamics for each differ. The sale of
equipment depends on technological advancements, dentists’ willingness to invest in new technologies, opening of new offices and replacement demand. On the
other hand, consumable products are more dependent on patient volume. We believe large multi-category manufacturers that provide a broad range of equipment
and consumable products have more recession-resilient portfolios and can gain meaningful competitive advantage over their peers as larger customers increasingly
seek the benefits of purchasing the full range of dental products from a single supplier and consolidate suppliers, and digital dentistry adoption creates links
between different products in the dental practitioners’ offices.
While developed markets represent a significant portion of the global dental products industry, we have also been focused on building significant scale in emerging
markets. Prevalence and penetration of treatments is largely tied to socio-economic factors such as availability and affordability of care. We expect generally
improving economic trends and increased consumer disposable income in emerging markets, as well as advancements in technological innovation that reduces
complexity and cost and increases efficiency, will help drive penetration of dental care in these under-served markets.
Key Solutions Within the Dental Products Industry
◦
Implant-Based Tooth Replacements: The implant industry is large and enjoys higher margins and growth than the overall dental products market. The U.S.
and the Greater China region represent key growth drivers for this industry. In the U.S., implant penetration far lags other developed markets such as
Germany, Spain and Italy. In China, the prevalence of severe tooth loss is higher than in the U.S., while implant penetration is far below the U.S. We
expect product innovation and increased affordability to help drive future growth in emerging markets.
◦
Orthodontic Solutions: Traditional wires and brackets systems continue to be the preferred choice in complex and young adult cases, due to their better
clinical outcomes. In recent years, clear aligners have become an increasingly popular treatment option and are expected to grow at a significantly faster
pace than traditional metal wires and brackets. Clear aligners are more aesthetically pleasing and clinically proven to be effective for many cases. With the
technology continuing to advance and more clinicians becoming proficient in aligner therapy, the addressable market for orthodontic treatment has
expanded. Going forward, we believe orthodontic solutions will continue to grow at a fast pace as aesthetics become increasingly important to patients.
◦
Diagnostic Solutions: Imaging (both x-ray and other visualization solutions) is often the first step of many dental exams and therefore serves as the entry-
point for many high-value treatments. The rapid adoption of digital technologies within diagnostic solutions has transformed dental practices and has
increased access to care as well as the quality of care delivered to patients. We believe enhanced connectivity amongst different types of dental
imaging/diagnostic equipment and integration with downstream treatment planning and treatment delivery solutions will further improve dental
workflows and lead to better treatment outcomes. We believe digitalization and connectivity will continue to drive high growth in this area.
6
Competition
Although our businesses generally operate in highly competitive markets, our competitive position cannot be determined accurately in the aggregate or by segment
because none of our competitors offer all of the same product and service lines and serve all of the same markets as we do. Because of the range of the products
and services we sell and the variety of markets we serve, we encounter a wide variety of competitors, including well-established regional competitors, competitors
who are more specialized than we are in particular markets or product categories, as well as larger companies or divisions of larger companies with substantial
sales, marketing, research and financial capabilities. We face increased competition in a number of our served markets as a result of the entry of competitors based
in low-cost manufacturing locations, and increasing consolidation in particular markets. Key competitive factors vary among our businesses and product and
service lines, but include the specific factors noted above with respect to each segment and typically also include price, quality, performance, delivery speed,
applications expertise, distribution channel access, service and support, technology and innovation, breadth of product, service and software offerings and brand
name recognition. For a discussion of risks related to competition, please refer to “Item 1A. Risk Factors—Risks Related to Our Industry.”
Our Competitive Strengths
We believe we have significant competitive strengths, including:
◦
Envista Business System. We believe our deep-rooted commitment to EBS helps drive our success and market leadership and differentiates us in the dental
industry. EBS encompasses not only lean tools and processes, but also methods for driving innovation, growth and leadership.
◦
Brand leadership with a long track record and strong brand recognition. We built our business around brands with long histories of innovation and
quality, and as a result, we enjoy strong brand recognition in the dental products market. We believe the heritage and leadership of our well-known brands
in the dental products industry enhances our connections with both patients and providers and supports our strong market position.
◦
Premier portfolio with leadership in attractive segments. The breadth and depth of our product offerings address a broad range of dentists’ clinical needs
from consumable products to digital equipment solutions. Our catalog of products covers the spectrum from value-focused products to premium brands,
allowing providers to fully address patient needs in different market segments. Within our product portfolio, we believe we are one of the largest and most
product diverse manufacturers in implants and orthodontics and have one of the largest installed bases of imaging devices. Our broad product offering
positions us particularly well to serve the needs of DSOs, which have been one of the fastest growing segments of our customer base.
◦
Global commercial reach. We serve dental professionals in over 130 countries through one of the largest customer-facing sales teams in the dental
products industry and through a diverse, global dealer network. In 2024, we generated 52% of our sales from markets outside of the U.S.
◦
Strong position in emerging markets. Emerging markets represented 21% of our total sales in 2024. We are a leading dental provider in emerging markets
with dedicated product management, operations, regulatory affairs, sales and marketing, and customer service resources focused on these markets. With
this structure, we believe that we are well positioned to capture additional share in emerging markets.
◦
Track record of innovation. Our businesses have a long track record of successful innovation such as NobelActive dental implants, Spark clear aligners,
Damon bracket and wire system and DEXIS OP - 3D imaging system. Our new product development activities are complemented by externally sourcing
technologies through a broad network of partnerships, collaborations, and investments involving third-party research institutions, universities and
innovative start-up companies.
◦
Experienced management team with extensive industry experience. Our executive officer team has extensive global dental and healthcare industry
experience and a proven track record of applying core principles of EBS as a continuous improvement approach to execute on our strategic and
operational goals. Under their leadership, we have undertaken several key initiatives to better position our business for organic and inorganic growth. We
believe our management team will continue to drive growth and profitability in our business in the future.
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International Operations
We are a global dental company. Our products and services are available worldwide, and our principal markets outside the U.S. are in Europe, Asia, the Middle
East and Latin America. In 2024, we generated 52% of our sales in North America, 22% of our sales in Western Europe, 21% of our sales in emerging markets and
5% of our sales in other developed markets.
We also have operations around the world, and this geographic diversity allows us to draw on the skills of a worldwide workforce, provides greater stability to our
operations, allows us to drive economies of scale, provides sales streams that may help offset economic trends that are specific to individual economies and offers
us an opportunity to access new markets for products. We believe that our future growth depends in part on our ability to continue developing products and sales
models that successfully target emerging markets.
The manner in which our products and services are sold outside the U.S. differs by business and by region. Most of our sales in non-U.S. markets are made by our
subsidiaries located outside the U.S., though we also sell from the U.S. into non-U.S. markets through various representatives and distributors and, in some cases,
directly. In countries with low sales volumes, we generally sell through representatives and distributors.
Information about the effects of foreign currency fluctuations on our business is set forth in “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” For a discussion of risks related to our non-U.S. operations and foreign currency exchange, please refer to “Item 1A. Risk
Factors—Risks Related to Our Business” and “Risks Factors—General Risks.”
Sales and Distribution
Typical customers and end-users of our products include dental specialists such as orthodontists, periodontists, implantologists and endodontists, general dentists,
dental hygienists, oral surgeons, dental laboratories and other oral health professionals, including DSOs, as well as educational, medical and governmental entities
and third-party distributors. These customers choose dental products based on the factors described under the section entitled “Business—Competition.”
Our commercial organization includes over 3,000 employees with deep clinical, product and workflow expertise who interact with dental practitioners on a daily
basis. Through our trusted brands, innovative product offerings and comprehensive customer service, we have established strong relationships globally with key
constituencies, including DSOs, dental specialists, general dentists, and dental laboratories. We believe the continuing expansion of our global commercial
organization will provide us with significant opportunities for future growth as we increase our penetration in various geographic markets.
In 2024, we distributed approximately 42% of our products through third-party distributors. Certain highly technical products, such as dental implant systems,
orthodontic appliances, dental laboratory equipment and consumable products, and endodontic instruments and materials, are typically sold directly to dental
professionals and dental laboratories.
One customer, Henry Schein, Inc. (“Henry Schein”), accounted for approximately 10% of our sales for 2024 and 2023, and 11% of our sales for 2022. Other than
Henry Schein, no single customer accounted for more than 10% of combined sales in 2024, 2023, or 2022.
While a sizable portion of our sales are derived from distributors, most of our marketing and advertising activities are directed towards the end-users of our
products, the dental professional. In addition to our marketing efforts, as noted above, we conduct significant training and education programs globally for dental
professionals to enhance patient access to high-quality dental care. In these programs, our employees and/or experts in the respective clinical fields demonstrate the
proper use of our products. We maintain educational and consulting relationships with key experts who assist us in developing new products, new indicated uses
for our products and educational programs for health care providers and consumers. We also maintain educational and consulting relationships with dental
associations around the world.
Research and Development
Innovation is a core part of our strategy. We conduct R&D activities for the purpose of designing and developing new products and applications that address
customer and patient needs and emerging trends, as well as enhancing the functionality, effectiveness, ease of use and reliability of our existing products. Our R&D
efforts include internal initiatives as well as collaborations with external parties such as research institutions, dental and medical schools and initiatives that use
licensed or acquired technology. We expect to continue investing in R&D at a rate consistent with our past practice, with the goal of maintaining or improving our
competitive position, and entering new markets.
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We generally conduct R&D activities on a business-by-business basis, primarily in North America, the Middle East, Asia, and Europe. We anticipate that we will
continue to make significant expenditures for R&D as we seek to provide a continuing flow of innovative products to maintain and improve our competitive
position. For a discussion of the risks related to the need to develop and commercialize new products and product enhancements, please refer to “Item 1A. Risk
Factors—Risks Related to Our Business.” Customer-sponsored R&D was not significant in 2024, 2023, or 2022.
Intellectual Property
We own numerous patents, trademarks, copyrights, trade secrets and licenses to intellectual property owned by others. Although in the aggregate our intellectual
property is important to our operations, we do not consider any single patent, trademark, copyright, trade secret or license to be of material importance to any
segment or to the business as a whole. Our products and technologies are protected by over 1,800 granted patents. From time to time, we engage in litigation to
protect our intellectual property rights. For a discussion of risks related to our intellectual property, please refer to “Item 1A. Risk Factors—Risks Related to Our
Business.” All capitalized brands and product names throughout this document are trademarks owned by, or licensed to, us.
Human Capital Resources
As of December 31, 2024, we employed approximately 12,300 persons, of whom approximately 3,000 were employed in the U.S. and approximately 9,300 were
employed outside of the U.S. We have collective bargaining arrangements and union contracts in certain countries, particularly in Europe where certain of our
employees are represented by unions and/or works councils. For a discussion of risks related to employee relations, please refer to “Item 1A. Risk Factors—
General Risks.”
Our success depends on our ability to attract, develop and retain a talented employee base. We aspire to help our employees thrive both personally and
professionally. As part of these efforts, we strive to embody our core values, offer a competitive compensation and benefits program, foster an inclusive
community and provide professional development opportunities.
Our Board of Directors is actively engaged in overseeing our people and culture strategy and reviews human capital matters at each quarterly meeting, including
periodic updates on succession planning, leadership development, talent acquisition and retention, diversity and inclusiveness, employee engagement, total
rewards, and culture of the Company, among other topics. The Compensation Committee of the Board of Directors oversees our executive and equity
compensation programs. We evaluate and manage risks relating to our human capital strategy as part of our enterprise risk management program.
Core Values
We endeavor to embody our CIRCLe values in everything we do and in our various programs and initiatives:
•
Customer Centricity
•
Innovation
•
Respect
•
Continuous Improvement
•
Leadership
Compensation and Benefits Program
Our compensation programs and practices are designed to attract employees, motivate and reward performance, drive growth and support retention. We offer
competitive compensation packages based on market data, which include base salary with annual merit increases and may also include annual cash performance
incentives, commissions, overtime opportunities, allowances and, in some countries where these are customary, additional monthly payments. In addition,
employees in select senior management roles may receive long-term compensation in the form of equity awards. We regularly review our compensation structure
to ensure that we remain competitive, reward top performance, as well as to ensure internal equity. We partner with independent third-party experts to conduct
annual pay assessments. Our most recent pay equity review in February 2024 demonstrated that we had maintained 99% gender pay equity in the U.S. and 100%
race/ethnicity pay equity in the U.S. In the U.S., our benefits package includes health (medical, dental & vision) insurance, paid time off, paid parental leave, a
retirement plan and life and disability coverage. Outside of the U.S., we offer our employees robust benefits based on local regulations and best practices of the
countries in which we operate. Globally, we offer an Employee Assistance Program to all employees to support the mental health and well-being of employees and
their families.
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Diversity and Inclusiveness
Our strategy to cultivate and maintain diversity and inclusiveness in the workplace encompasses efforts across our organization, with specific direction from
executive leadership. We believe it is all of our leaders’ responsibility to ensure these initiatives are appropriately aligned with our strategic business priorities and
consistent with our CIRCLe values. Internal coordination efforts provided by our Human Resources professionals emphasize a high-performing, inclusive, and
engaging workplace across Envista.
Learning and Development Opportunities
We aim to empower our employees to thrive in their current roles, as well as to support employees’ aspirations to move into different roles. We strive to promote
from within our Company with opportunities across our operating companies. We periodically assess succession planning for certain key positions and review our
workforce to identify high potential employees for future growth and development. We support our employees through a multitude of training and development
programs, including training on EBS through our Envista Business System University, individual development plans (which encourages our employees to take
charge of their learning and growth opportunities), job rotations, and various management trainings. This commitment to our employees’ professional development
reflects both our Continuous Improvement and Leadership core values.
Employee Engagement
We conduct employee engagement surveys to solicit employees’ input and perspectives on our performance. In 2024, we had a 94% participation rate in this
survey, with 72% of respondents reporting feeling engaged at work and 80% believing their managers are leading effectively. We use the feedback from these
surveys to better understand whether our employees have the tools, resources, training and development opportunities to succeed. Future surveys will help us
benchmark our progress over time and compare our results with companies in our sector. Communication is at the core of our engagement efforts and we host
numerous global Town Halls for all employees, to keep our employees informed and to provide opportunities for employees globally to ask questions to senior
management.
Community
Our employees have a long history of providing support and care in our communities, donating time, resources, and funds to local causes. In March 2021, we
leveraged our expertise in oral health and founded the Envista Smile Project, a 501(c)(3) philanthropic foundation designed to improve the smiles and oral health
of disadvantaged communities by supporting increased access to oral care and oral health education. The Envista Smile Project’s mission is to collaborate with
dental professionals and Envista employee volunteers to donate products, treatment, and oral health education to communities in need around the world. The
Envista Smile Project’s giving strategy focuses on three areas: mission trips, education, and monetary donations to oral health focused, non-profit organizations.
Safe Work Environment
We value the safety of our employees and in 2023, we updated our bi-annual EHS Risk Assessment tool to increase environmental health and safety (“EHS”)
results and engagement. EHS significant sites, such as manufacturing, distribution, R&D sites and large offices, are supported through a combination of on-site and
remote EHS professionals. Incident reporting and investigation, auditing, and corporate oversight provide for a collaborative and transparent environment to
address and minimize potential gaps.
Additional information about our human capital resources, as well as information related to our sustainability efforts, is included in our annual Sustainability
Report (located on the Investors subpage of our website www.envistaco.com). Information on our website, including the Sustainability Report, shall not be deemed
incorporated by reference into this Annual Report.
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Materials
Our manufacturing operations employ a wide variety of raw materials, including metallic-based components, electronic components, chemicals, and plastics, and
prices of oil and gas also affect our costs for freight and utilities. We purchase raw materials from a large number of independent sources around the world. For
certain components that require particular specifications or qualifications there may be a single supplier or a limited number of suppliers that can readily provide
such components. We utilize a number of techniques to address potential disruption in and other risks relating to our supply chain, including in certain cases the
use of safety stock, alternative materials and qualification of multiple supply sources. During 2024, we had no raw material shortages that had a material effect on
our business. For a further discussion of risks related to the materials and components required for our operations, please refer to “Item 1A. Risk Factors—Risks
Related to Our Business.”
Seasonal Nature of Business
General economic conditions impact our business and financial results, and certain of our businesses experience seasonal and other trends related to the end
markets and regions that they serve. For example, sales of capital equipment have historically been stronger in the fourth calendar quarter. However, as a whole, we
are not subject to material seasonality.
Regulatory Matters
We face extensive government regulation both within and outside the U.S. relating to the development, manufacture, marketing, sale and distribution of our
products, software and services. The following sections describe certain significant regulations applicable to our operations. These are not the only regulations that
our businesses must comply with. For a description of risks related to the regulations that our businesses are subject to, please refer to “Item 1A. Risk Factors—
Risks Related to Laws and Regulations.”
Medical Device Regulations
Most of our products are classified as medical devices and are subject to restrictions under domestic and foreign laws, rules, regulations, self-regulatory codes,
circulars and orders, including, but not limited to, the U.S. Food, Drug, and Cosmetic Act (the “FDCA”). The FDCA requires these products, when sold in the
U.S., to be safe and effective for their intended uses and to comply with the regulations administered by the U.S. Food and Drug Administration (the “FDA”). The
FDA regulates the design, development, research, preclinical and clinical testing, introduction, manufacture, advertising, labeling, packaging, marketing,
distribution, import and export and record keeping for such products. Certain medical device products are also regulated by comparable agencies in non-U.S.
countries in which they are produced or sold.
Unless an exemption applies, the FDA requires that a manufacturer introducing a new medical device or a new indication for use of an existing medical device
obtain either a Section 510(k) premarket notification clearance or a premarket approval (“PMA”) before introducing it into the U.S. market. The type of marketing
authorization is generally linked to the classification of the device. The FDA classifies medical devices into one of three classes (Class I, II or III) based on the
degree of risk the FDA determines to be associated with a device and the level of regulatory control deemed necessary to ensure the device’s safety and
effectiveness.
Our products are either classified as Class I or Class II devices in the U.S. Most of our Class II and certain of our Class I devices are marketed pursuant to 510(k)
pre-marketing clearances. The FDA also enforces additional regulations regarding the safety of X-ray emitting devices that we currently market. The process of
obtaining a Section 510(k) clearance generally requires the submission of performance data and clinical data, which in some cases can be extensive, to demonstrate
that the device is “substantially equivalent” to a device that was on the market before 1976 or to a device that has been found by the FDA to be “substantially
equivalent” to such a pre-1976 device. As a result, FDA clearance requirements may extend the development process for a considerable length of time.
Medical devices can be marketed only for the indications for which they are cleared or approved. After a device has received 510(k) clearance for a specific
intended use, any change or modification that significantly affects its safety or effectiveness, such as a significant change in the design, materials, method of
manufacture or intended use, may require a new 510(k) clearance or PMA approval and payment of an FDA user fee. The determination as to whether or not a
modification could significantly affect the device’s safety or effectiveness is initially left to the manufacturer using available FDA guidance; however, the FDA
may review this determination to evaluate the regulatory status of the modified product at any time and may require the manufacturer to cease marketing and recall
the modified device until 510(k) clearance or PMA approval is obtained.
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Any medical devices we manufacture and distribute are subject to pervasive and continuing regulation by the FDA and certain state agencies. These include
product listing and establishment registration requirements, which help facilitate FDA inspections and other regulatory actions. As a medical device manufacturer,
all of our manufacturing facilities are subject to inspection on a routine basis by the FDA. We are required to adhere to the Current Good Manufacturing Practices
(“cGMP”) requirements, as set forth in the Quality Systems Regulation (“QSR”), which require, manufacturers, including third-party manufacturers, to follow
stringent design, testing, control, documentation and other quality assurance procedures during all phases of the design and manufacturing process.
We must also comply with post-market surveillance regulations, including medical device reporting (“MDR”), requirements which require that we review and
report to the FDA any incident in which our products may have caused or contributed to a death or serious injury. We must also report any incident in which our
product has malfunctioned if that malfunction would likely cause or contribute to a death or serious injury if it were to recur.
Labeling and promotional activities are subject to scrutiny by the FDA and, in certain circumstances, by the Federal Trade Commission. Medical devices approved
or cleared by the FDA may not be promoted for unapproved or uncleared uses, otherwise known as “off-label” promotion. The FDA and other agencies actively
enforce the laws and regulations prohibiting the promotion of off-label uses.
In the European Union (“EU”), our products are subject to the medical device laws of the various member states, which for many years were based on Directives
of the European Commission. However, in May 2017, the EU adopted new, formal regulations to replace such Directives; specifically, the EU Medical Device
Regulation (the “EU MDR”) which imposes stricter requirements for the marketing and sale of medical devices, including in the area of clinical evaluation
requirements, quality systems and post-market surveillance. The EU regulations were adopted with staggered transitional periods that have since been updated. In
February 2023, the European Parliament and European Council adopted legislation that extended the majority of the compliance dates for EU MDR to 2027 or
2028, based upon the risk class of the device. Regulatory requirements in the United Kingdom (“UK”) are also changing as a result of Brexit (the UK’s withdrawal
from the EU), and regulatory requirements in Switzerland are changing as a result of the country’s withdrawal from its Mutual Recognition Agreement with the
EU Commission. Complying with the EU MDR and the evolving regulatory regimes in the UK and Switzerland requires modifications to our quality management
systems, additional resources in certain functions and updates to technical files, among other changes.
Other Healthcare Laws
In addition to the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws, we are also subject to various health care related laws
regulating fraud and abuse, research and development, pricing and sales and marketing practices and the privacy and security of health information, including the
U.S. federal regulations described below. Many states, foreign countries and supranational bodies have also adopted laws and regulations similar to, and in some
cases more stringent than, the U.S. federal regulations discussed above and below.
◦
The Federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving or providing remuneration in any form
(including any kickback, bribe, or certain rebate), directly or indirectly, to induce or reward the referral of business payable under a government healthcare
program, such as Medicare or Medicaid, or in return for the purchase, lease, order, arranging for, or recommendation of items or services covered under a
government health care program. A person or entity does not need to have actual knowledge of the statute or specific intent to violate the statute to have
committed a violation.
◦
The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) prohibits knowingly and willfully (1) executing, or attempting to execute, a
scheme to defraud any health care benefit program, including private payors, or (2) falsifying, concealing or covering up a material fact or making any
materially false, fictitious or fraudulent statement in connection with the delivery of or payment for health care benefits, items or services. Similar to the
Federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the healthcare fraud statute implemented under HIPAA or
specific intent to violate the statute to have committed a violation.
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◦
The False Claims Act imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or
fraudulent claim for payment by a federal health care program, knowingly makes, uses or causes to be made or used, a false record or statement material
to a false or fraudulent claim, or knowingly makes a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal
government. The qui tam provisions of the False Claims Act allow a private individual to bring actions on behalf of the federal government alleging that
the defendant has submitted a false claim to the federal government, and to share in any monetary recovery. In addition, the government may assert that a
claim including items and services resulting from a violation of the U.S. Federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes
of the civil False Claims Act.
◦
The federal Civil Monetary Penalties Law prohibits, among other things, the offering or transferring of remuneration to a Medicare or Medicaid
beneficiary that the person knows or should know is likely to influence the beneficiary’s selection of a particular supplier of Medicare or Medicaid
payable items or services.
◦
The Open Payments Act requires manufacturers of medical devices covered under Medicare, Medicaid or the Children’s Health Insurance Program,
subject to specific exceptions, to record payments and other transfers of value to a broad range of healthcare providers (including dentists) and teaching
hospitals and to report this data as well as ownership and investment interests held by the physicians described above and their immediate family members
to the Department of Health and Human Services (“HHS”) for subsequent public disclosure. Similar reporting requirements have also been enacted on the
state level, and an increasing number of countries worldwide either have adopted or are considering similar laws requiring transparency of interactions
with health care professionals.
Federal consumer protection and unfair competition laws broadly regulate marketplace activities and activities that potentially harm consumers. Analogous U.S.
state laws and regulations, such as state anti-kickback and false claims laws, also may apply to our business practices, including but not limited to, research,
distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed by any third-party payor, including private insurers.
Further, there are state laws that require medical device manufacturers to comply with the voluntary compliance guidelines and the relevant compliance guidance
promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state
laws and regulations that require manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration
and items of value provided to healthcare professionals and entities; state and local laws requiring the registration of sales representatives; and state laws governing
the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by
HIPAA, thus complicating compliance efforts.
For a discussion of risks related to regulation by the FDA and comparable agencies of other countries, and the other regulatory regimes referenced above, please
refer to “Item 1A. Risk Factors—Risks Related to Laws and Regulations.”
Healthcare Reform
In the U.S. and certain foreign jurisdictions, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the
healthcare system. For example, there have been numerous political and legal efforts to expand, repeal, replace or modify the U.S. Patient Protection and
Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, the “PPACA”), since the law’s enactment. For
example, in early January, the Supreme Court agreed to consider reinstating some preventative care coverage requirements under PPACA that were struck down by
a lower court. The hearing will occur in Spring of 2025. Federal regulatory agencies continue to interpret and modify PPACA regulations and guidance related to
the PPACA, often as a result of presidential directives or the interplay with state law requirements.
Moreover, there has been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in
several Congressional inquiries and proposed and enacted legislation designed to, among other things, bring more transparency to product pricing, review the
relationship between pricing and manufacturer patient programs and reform government program reimbursement methodologies for medical products. Individual
states in the U.S. have also become increasingly active in implementing regulations designed to control product pricing, including price or patient reimbursement
constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures and, in some cases, mechanisms to
encourage importation from other countries and bulk purchasing.
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Coverage and Reimbursement
Dental procedures and products are often paid for out-of-pocket. For products where third-party coverage and reimbursement is available, sales will depend, in
part, on the extent to which such product will be covered by third-party payors, such as federal, state and foreign government healthcare programs, commercial
insurance and managed healthcare organizations, and the level of reimbursement for such product by third-party payors. Decisions regarding the extent of coverage
and amount of reimbursement to be provided are made on a plan-by-plan basis. These third-party payors are increasingly reducing reimbursements for medical
products and services and, in international markets, many countries have instituted price ceilings on specific products and therapies. Price ceilings, decreases in
third-party reimbursement for any product or a decision by a third-party payor not to cover a product could reduce dentist usage and patient demand for the
product.
Data Privacy and Security Laws
As a global manufacturer of medical devices, having access to and processing confidential, personal and/or sensitive data in the course of our business, we are
subject to an increasing number of U.S. (federal and state) and international data privacy, security and data breach notification laws, which may govern the
collection, use, disclosure and protection of health-related and other personal and/or sensitive information. Failure to comply with these statutory requirements, or
mere notification of data breaches pursuant to these statutory requirements, can subject our company to legal, regulatory, and reputational risks, as well as the
financial risks that can accompany regulatory investigations and enforcement actions and private litigation.
For example, in the U.S., HIPAA privacy, security, and breach notification rules require certain of our operations to maintain controls to protect the confidentiality,
availability, and integrity of patient health information. In addition, individual states regulate data breach notification requirements as well as more general privacy
and security requirements. Entities that are found to be in violation of HIPAA, for example as the result of a breach of unsecured protected health information or
for failure to perform a HIPAA risk assessment, a complaint about privacy practices, or an audit by HHS, may be subject to significant civil, criminal and
administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan
with HHS to settle allegations of HIPAA non-compliance.
The Health Information Technology for Economic and Clinical Health (“HITECH”) Act was enacted as an update to HIPAA and makes business associates of
covered entities directly liable for compliance with certain HIPAA requirements, strengthens the limitations on the use and disclosure of protected health
information without individual authorizations, and contemplates enforcement of noncompliance with HIPAA due to willful neglect. These changes have stimulated
increased enforcement activity and enhanced the potential that health care providers will be subject to financial penalties for violations of HIPAA. In addition, the
Secretary of HHS is required to perform periodic audits to ensure covered entities (and their business associates, as that term is defined under HIPAA) comply with
the applicable HIPAA requirements, increasing the likelihood that a HIPAA violation will result in an enforcement action.
In addition to the federal HIPAA regulations, most states also have laws that protect the confidentiality and security of sensitive personal information, and a
minority of states explicitly include health information within the scope of the law. These state laws can differ in scope compared to HIPAA, and could apply to
protect information or be triggered to report a data breach even where HIPAA does not (and vice-versa). Certain of these laws grant individuals rights to access,
correct, or delete personal information, and we may be required to expend significant resources to comply with these laws. Further, all 50 states and the District of
Columbia have adopted data breach notification laws that impose, in varying degrees, an obligation to notify affected persons and/or state regulators in the event of
a data breach or compromise, including when their personal information has or may have been acquired by an unauthorized person.
Some state breach notification laws may also impose physical and electronic security requirements regarding the safeguarding of personal information, such as
social security numbers and bank and credit card account numbers. Violation of state privacy, security, and breach notification laws can trigger significant
monetary penalties or significant legal liability. In addition, certain states’ privacy, security, and data breach laws, including, for example, the California Consumer
Privacy Act (as amended by the California Privacy Rights Act, the “CCPA”), include private rights of action that may expose us to private litigation regarding our
privacy and security practices and significant damages awards or settlements in civil litigation. Numerous other states have adopted laws and regulations within the
past several years or are in the process of adopting various privacy-related laws and regulations. Complying with comprehensive state privacy laws and other
existing, emerging and changing privacy requirements could cause us to incur substantial costs or require us to change our business practices and policies.
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We are also subject to the General Data Protection Regulation (“GDPR”), the primary data protection law in the European Economic Area, including the European
Union (collectively, the “EU”), as well as associated EU member state data protection laws and the UK GDPR in the United Kingdom. These laws impose
significant requirements for covered businesses (controllers and processors) of personal data, including, for example, standards for obtaining consent from
individuals to process their personal data, more robust disclosures to individuals, an individual data rights regime, timelines for data breach notifications,
limitations on retention and secondary uses of information, requirements pertaining to health data and pseudonymised (i.e., deidentified) data, restrictions on data
transfers outside of the EU, and obligations when we contract third-party processors in connection with the processing of personal data. The GDPR allows EU
member states certain flexibility to make additional laws and regulations concerning the same issues, including, for example, further limiting the processing of
genetic, biometric or health data. Failure to comply with the requirements of the GDPR may result in fines of up to €20,000,000 or up to 4% of the total worldwide
annual turnover of the preceding financial year, whichever is higher. Other administrative penalties may be imposed under the applicable national data protection
laws of the EU member states.
On August 20, 2021, China promulgated the Personal Information Protection Act Law (“PIPL”), which took effect on November 1, 2021. The PIPL imposes
specific rules for processing personal information and it also specifies that the law shall also apply to personal information activities carried out outside China but
for the purpose of providing products or services to PRC citizens. It also contains certain requirements and restrictions before personal data may be transferred
outside of the country, which continue to evolve. The PIPL carries maximum penalties of CNY50 million or 5% of the annual revenue of entities that process
personal data.
Numerous other countries throughout the world have or are in the process of passing laws that contain similar requirements to the GDPR and the PIPL. For
example, Brazil’s Lei Geral de Protecao de Dados (LGPD), similar to GDPR, gives consumers more control over how their personal information gets collected and
used by external entities, with maximum penalties of up to R$50 million per infraction. Data residency/localization laws have also been passed or are under
consideration in several countries (such as Russia), which require personal information relating to their citizens to be maintained on local servers and impose
additional data transfer restrictions.
Finally, the last few years have seen a number of federal and state regulatory efforts around the use of artificial intelligence. Like privacy and security, this is a
quickly evolving patchwork of guidance, rules, and regulations from a number of legislative bodies, agencies, and other authorities. To the extent our efforts in
research and innovation entail or embed the use of artificial intelligence into our products and services, or to the extent we leverage artificial intelligence in our
internal operations (either directly or through third-party vendors), such legal and regulatory changes could ultimately apply to and thus impact our company’s
practices.
For a discussion of risks related to compliance with data privacy and security laws, please refer to “Item 1A. Risk Factors--Risks Related to Our Business.”
Environmental Laws and Regulations
Our operations and properties are subject to laws and regulations relating to environmental protection, including those governing air emissions, water discharges
and waste management, and workplace health and safety. In addition, certain of our products are regulated by the U.S. Environmental Protection Agency and
comparable state regulatory agencies. For a discussion of the environmental laws and regulations that our operations, products and services are subject to and other
environmental contingencies, please refer to Note 15 to our Consolidated Financial Statements included in this Annual Report. For a discussion of risks related to
compliance with environmental and health and safety laws and risks related to past or future releases of, or exposures to, hazardous substances, please refer to
“Item 1A. Risk Factors—Risks Related to Laws and Regulations.”
Export/Import Compliance
We are required to comply with various U.S. export/import control and economic sanctions laws, including the regulations administered by the U.S. Department of
Treasury, Office of Foreign Assets Control, which implement economic sanctions imposed against designated countries, governments and persons based on U.S.
foreign policy and national security considerations, and the import regulatory activities of the U.S. Customs and Border Protection. Other nations’ governments
have implemented similar export and import control regulations, which may affect our operations or transactions subject to their jurisdictions. For a discussion of
risks related to export/import control and economic sanctions laws, please refer to “Item 1A. Risk Factors—Risks Related to Laws and Regulations.”
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Acquisitions
We continually evaluate potential investments and acquisitions that either strategically fit with our existing portfolio or expand our portfolio into new and attractive
business areas. Our operations and results can be affected by the rate and extent to which appropriate acquisition opportunities are available, acquired businesses
are effectively integrated and anticipated synergies or cost savings are achieved.
On July 5, 2022, we acquired all of the equity of Osteogenics Biomedical Inc., Allotech LLC and OBI Biologics, Inc. (together "Osteogenics"). Osteogenics
develops innovative regenerative solutions for periodontists, oral and maxillofacial surgeons, and clinicians involved in implant dentistry throughout the world, and
is part of the Company’s Specialty Products & Technologies segment.
On April 20, 2022, we completed the acquisition of Carestream Dental Technology Parent Limited’s (“Carestream Dental”) intraoral scanner business (the
“Intraoral Scanner Business”). The Intraoral Scanner Business manufactures, markets, sells, commercializes, distributes, services, trains, supports, and maintains
operations of intraoral scanners and software, and is part of our Equipment & Consumables segment.
Restructuring Activities
We implemented restructuring activities across our businesses to execute our strategy, streamline operations, take advantage of available capacity and resources
and to adjust our cost structure. For additional information regarding our restructuring activities, please refer to Note 20 to our Consolidated Financial Statements
included elsewhere in this Annual Report.
Legal Proceedings
We are, from time to time, subject to a variety of litigation and other legal and regulatory proceedings and claims incidental to our business. Please refer to Note 15
to our Consolidated Financial Statements in this Annual Report for more information.
Available Information
We maintain an internet website at www.envistaco.com. We make available on the Investors subpage of our website (under the link “Filings & Reports”), free of
charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any
amendments to those reports as soon as reasonably practicable after we electronically file or furnish such reports with the SEC. Our internet site and the
information contained on or connected to that site are not incorporated by reference into this Annual Report.
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ITEM 1A. RISK FACTORS
You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this Annual Report on Form 10-K
and other documents we file with the SEC. The risks and uncertainties described below are those that we have identified as material, but are not the only risks and
uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, economic
conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns,
natural disasters or other disruptions of expected business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are
immaterial also may impair our business, including our results of operations, liquidity and financial condition.
Risk Factors Summary
The following is a summary of the principal risks that could adversely affect our business, operations and financial results:
•
Conditions in the global economy, especially with respect to the particular markets we serve and the volatility of the financial markets may adversely
affect our business and financial statements.
•
International economic, political, legal compliance and business factors could negatively affect our financial statements.
•
Significant developments or uncertainties stemming from trade policies could adversely affect our business.
•
Our growth could suffer if the markets into which we sell our products and services decline.
•
Our financial results are subject to fluctuations in the cost and availability of commodities.
•
If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes in market conditions and
customer demand, our profitability may suffer, and our reliance upon sole or limited resources of supply for certain materials, components and services
could cause production interruptions, delays and inefficiencies.
•
If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to a cybersecurity incident, catastrophe or
other events, our operations could be seriously harmed.
•
The manufacture of many of our products is a highly exacting and complex process.
•
A significant disruption in, or breach in security of, our information technology systems or data or violation of data privacy laws could adversely affect
our business, operations, reputation and financial statements.
•
We currently outsource certain elements of our information technology systems to third-party services providers and their failure to adequately perform
their services or attacks to their information systems could have a material adverse impact on our business operations and make our systems vulnerable to
attacks.
•
Data privacy and security laws relating to the handling of personal information (including personal health information) are evolving across the world and
may be drafted, interpreted or applied in a manner that results in increased costs, legal claims, fines against us, reputational damage or impedes delivery.
•
Our growing use of AI systems to automate processes and analyze data poses inherent risks.
•
Our growth depends in part on the timely development, commercialization, and customer acceptance of new and enhanced products and services based on
technological innovation.
•
Our ability to manage executive leadership transitions and to attract, develop and retain our key personnel is critical to our success.
•
Any inability to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term
strategy, could negatively impact our growth rate and stock price.
•
Our acquisition of businesses, investments, joint ventures and other strategic relationships could negatively impact our financial statements.
•
The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face
unexpected liabilities.
•
Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have sold
could adversely affect our financial statements.
•
Inventories maintained by our distributors and customers may fluctuate from time to time.
•
We are dependent upon a limited number of distributors for a significant portion of our sales.
•
If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive
injury or expend significant resources enforcing our rights.
•
Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses,
losses or licensing expenses or be prevented from selling products or services.
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•
Defects and unanticipated use or inadequate disclosure with respect to our products or services (including software), or allegations thereof, could
adversely affect our business, reputation and financial statements.
•
Our restructuring and site consolidation actions could have long-term adverse effects on our business.
•
Climate related risks and regulations may have an impact on our business.
•
We have outstanding indebtedness of approximately $1.4 billion as of February 7, 2025, and in the future, we may incur additional indebtedness.
•
We may not be able to generate sufficient cash to service all of our indebtedness.
•
We may be unable to raise the funds necessary to repurchase the convertible notes for cash following a fundamental change, or to pay any cash amounts
due upon conversion.
•
The conditional conversion feature of the convertible notes, if triggered, may adversely affect our financial condition and operating results.
•
The capped call transactions may affect the value of the convertible notes and our common stock.
•
We are subject to counterparty risk with respect to the capped calls transactions.
•
Our variable rate indebtedness exposes us to interest rate volatility.
•
The industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs.
•
We face intense competition.
•
Changes in governmental regulations may reduce demand for our products or services or increase our expenses.
•
Certain of our businesses are subject to extensive regulation by the FDA and comparable agencies of other countries.
•
Off-label marketing or misleading advertising of our products could result in substantial penalties.
•
Certain modifications to our products may require new 510(k) clearances or other marketing authorizations and may require us to recall or cease
marketing our products.
•
Our operations, products and services expose us to the risk of environmental, health and safety liabilities.
•
Our businesses are subject to extensive regulation.
•
The price of our common stock may continue to be volatile.
•
Certain provisions in our governing documents and of Delaware law may prevent or delay an acquisition of us, which could decrease the trading price of
our common stock.
•
Our governing documents contain exclusive forum provisions for certain types of actions and proceedings.
•
Conversion of the convertible notes may dilute the ownership interest of our stockholders.
•
The issuance or sale of shares of our common stock, or rights to acquire shares of our common stock, could depress the trading price of our common stock
and the convertible notes.
•
We have recognized substantial impairment charges for our goodwill and indefinite-lived intangible assets and may be required to recognize additional
impairment charges for assets in the future.
•
Changes in accounting standards and subjective assumptions, estimates and judgements by management related to complex accounting matters could
significantly affect our financial results or financial condition.
•
Foreign currency exchange rates may adversely affect our financial statements.
•
Changes in tax law relating to multinational corporations could adversely affect our tax position.
•
We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business.
•
Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and results of operations.
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Risks Related to Our Business
Conditions in the global economy, especially with respect to the particular markets we serve and the volatility of the financial markets may adversely affect our
business and financial statements.
Our business is sensitive to general economic conditions. Sustained inflation, increases in interest rates, slower global economic growth, threatened or actual
recessions, continuing supply chain disruptions, geopolitical tensions, actual or anticipated default on sovereign debt, volatility in the currency and credit markets,
consumer confidence, high levels of unemployment or underemployment (and a corresponding increase in the uninsured and underinsured population), reduced
levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies, changes in capital requirements
for financial institutions, government deficit reduction and budget negotiation dynamics, sequestration, austerity measures, social or political unrest, the impact of
the COVID-19 pandemic and other challenges that affect the global economy have previously and may continue to adversely affect us and our distributors,
customers and suppliers. Our success also depends upon the continued strength of the markets we serve. In many markets, dental reimbursement is largely out of
pocket for the consumer and thus utilization rates can vary significantly depending on economic growth. While many of our products are considered necessary by
patients regardless of the economic environment, certain products and services that support discretionary dental procedures may be susceptible to changes in
economic conditions. The above factors can have the effect of:
◦
reducing demand for our products and services (in this Annual Report, references to products and services also includes software), limiting the financing
available to our customers and suppliers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies;
◦
increasing the difficulty in collecting accounts receivable and the risk of excess and obsolete inventories;
◦
increasing price competition in our served markets;
◦
supply interruptions, which could disrupt our ability to produce our products;
◦
increasing the risk of impairment of goodwill and other long-lived assets, and the risk that we may not be able to fully recover the value of other assets
such as real estate and tax assets;
◦
increasing the risk that counterparties to our contractual arrangements will change their terms of sale, become insolvent or otherwise unable to fulfill their
contractual obligations which, in addition to increasing the risks identified above, could result in preference actions against us; and
◦
adversely impacting market sizes.
There can be no assurance that the capital markets will be available to us or that the lenders participating in our credit facilities will be able to provide financing in
accordance with their contractual obligations. When growth in the global economy or in any of the markets we serve slows for a significant period, there is
significant deterioration in the global economy or such markets or when improvements in the global economy do not benefit the markets we serve, our business
and financial statements could be adversely affected.
International economic, political, legal, compliance and business factors could negatively affect our financial statements.
In 2024, 52% of our sales were derived from customers outside the U.S. In addition, many of our manufacturing operations, suppliers and employees are located
outside the U.S. Since our growth strategy depends in part on our ability to further penetrate markets outside the U.S. and increase the localization of our products
and services, we expect to continue to increase our sales and presence outside the U.S., particularly in the emerging markets. Our international business (and
particularly our business in emerging markets) is subject to risks that are customarily encountered in non-U.S. operations, including:
◦
interruption in the transportation of materials to us and finished goods to our customers;
◦
differences in terms of sale, including payment terms;
◦
local product preferences and product requirements;
◦
changes in a country’s or region’s political or economic conditions, such as the devaluation of particular currencies;
◦
trade protection measures, sanctions, increased trade barriers, imposition of significant tariffs on imports or exports, embargoes and import or export
restrictions and requirements;
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◦
regulatory requirements, including, without limitation, anti-bribery, anti-corruption and laws pertaining to the accuracy of our internal books and records;
◦
unexpected changes in laws or regulatory requirements, including changes in tax laws;
◦
capital controls and limitations on ownership and on repatriation of earnings and cash;
◦
the potential for nationalization of enterprises;
◦
changes in medical reimbursement policies and programs;
◦
limitations on legal rights and our ability to enforce such rights;
◦
difficulty in staffing and managing widespread operations;
◦
differing labor regulations;
◦
difficulties in implementing restructuring actions on a timely or comprehensive basis;
◦
differing protection of intellectual property;
◦
greater uncertainty, risk, expense and delay in commercializing products in certain foreign jurisdictions, including with respect to product and other
regulatory approvals; and
◦
other factors beyond our control, such as terrorism, war, natural disasters and pandemics.
Any of these risks could negatively affect our financial statements, business, growth rate, competitive position, results of operations and financial condition.
For example, we generate approximately 9% of our annual sales from Greater China. Accordingly, our business, financial condition and results of operations may
be adversely influenced by evolving political, economic and social conditions in China generally. China’s government continues to play a significant role in
regulating industry development by imposing industrial policies, and it maintains control over China’s economic growth through setting monetary policy and
determining treatment of particular industries or companies. For example, China has implemented volume-based procurement policies, a series of centralized
reforms instituted in China on both a national and regional basis that has resulted in significant price cuts for medical and dental consumable products. Further,
considerable uncertainty exists regarding the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial
authorities of some of the world’s leading economies, including the U.S. and China. Any uncertainty or adverse changes to economic conditions in China or the
policies of China’s government or its laws and regulations could have a material adverse effect on the overall economic growth of China and could impact our
business and operating results, leading to a reduction in demand for our products and adversely affecting our business, growth rate, competitive position, results of
operations and financial condition.
In addition, Russia’s invasion of Ukraine and the global response to this invasion, including sanctions imposed by the U.S. and other countries, has had and may
continue to have an adverse impact on our business, including by impacting our ability to market and sell products in Russia, by potentially heightening our risk of
cyberattacks, by impacting our ability to enforce our intellectual property rights in Russia, by creating disruptions in the global supply chain, and by potentially
having an adverse impact on the global economy, financial markets, energy markets, currency rates and otherwise.
Significant developments or uncertainties stemming from trade policies and regulations could have an adverse effect on our business.
Trade policies and disputes at times result in increased tariffs, trade barriers, and other protectionist measures, which can increase our manufacturing costs, make
our products less competitive, reduce demand for our products, limit our ability to sell to certain customers, limit our ability to procure components or raw
materials, or impede or slow the movement of our goods across borders. Increasing protectionism and economic nationalism may lead to further changes in trade
policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict
our access to, some markets.
In particular, trade tensions between the U.S. and China have led to increased tariffs and trade restrictions. In addition, the U.S. has recently implemented new
tariffs on China and proposed to significantly increase tariffs on foreign imports into the U.S. from other countries, particularly from Canada and Mexico. It is
difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export
controls imposed on short notice, and we may be unable to quickly and effectively react to or mitigate such actions.
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Additionally, in connection with the ongoing conflict between Russia and Ukraine, governments including the U.S., United Kingdom, and those of the European
Union have imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia which has triggered
retaliatory sanctions by the Russian government and its allies. Russia also imposed significant currency control measures aimed at restricting the outflow of foreign
currency and capital from Russia. Although these export controls and sanctions did not have a material impact on our financial position or results of operations as
of and for the year ended December 31, 2024, the outcome and future impacts of the conflict and governmental responses thereto remain highly uncertain. Existing
and future sanctions may have broad and pervasive impacts to the global economy and our operations, which could materially and adversely affect our business
and results of operations.
We cannot predict whether additional U.S. and foreign customs quotas, duties (including antidumping or countervailing duties), tariffs, taxes or other charges or
restrictions, requirements as to where raw materials must be purchased or other restrictions on our imports will be imposed in the future or adversely modified, or
what effect such actions would have on our costs of operations. Future quotas, duties or tariffs may adversely affect our business, financial condition, results of
operations or cash flows. Future trade agreements could also provide our competitors with an advantage over us, or increase our costs, either of which could
adversely affect our business, financial condition, results of operations or cash flows. Furthermore, trade disputes and protectionist measures, or continued
uncertainty about such matters, could result in declining consumer confidence and slowing economic growth or recession, and could cause our customers to
reduce, cancel, or alter the timing of their purchases with us. Sustained geopolitical tensions could lead to long-term changes in global trade and supply chains, and
decoupling of global trade networks, which could have a material adverse effect on our business and growth prospects.
Our growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.
Our growth depends in part on the growth of the markets which we serve, and visibility into these markets is limited (particularly for markets into which we sell
through distribution). Any decline or lower than expected growth in our served markets could diminish demand for our products and services, which would
adversely affect our financial statements. Our quarterly sales and profits depend substantially on the volume and timing of orders received during the fiscal quarter,
which are difficult to forecast. Certain of our businesses operate in industries that may also experience periodic, cyclical downturns.
In addition, in certain of our businesses, demand depends on customers’ capital spending budgets, government funding policies, and matters of public policy and
government budget dynamics, as well as product and economic cycles, which can affect the spending decisions of these entities. Demand for our products and
services is also sensitive to changes in customer order patterns, which may be affected by announced price changes, marketing or promotional programs, new
product introductions, the timing of industry trade shows and changes in distributor or customer inventory levels due to distributor or customer management
thereof or other factors. Any of these factors could adversely affect our growth and results of operations in any given period.
Our financial results are subject to fluctuations in the cost and availability of commodities that we use in our operations.
As further discussed in the section entitled “Item 1. Business—Materials,” our manufacturing and other operations employ a wide variety of components, raw
materials and other commodities, including metallic-based components, electronic components, chemicals, and plastics. Prices for and availability of these
components, raw materials and other commodities have fluctuated significantly in the past. Any sustained interruption in the supply of these items, including as a
result of shipping risks, such as container shortages, blocked shipping lanes, and port backlogs, could adversely affect our business. In addition, due to, among
other items, the highly competitive nature of the industries that we serve, the cost-containment efforts of our customers, and the terms of certain contracts we are
party to, there can be no assurance that the marketplace will support higher prices or that price increases and productivity gains, procurement deflation projects or
savings will fully offset any raw material cost increases in the future. If we are unable to fully recover higher commodity costs through price increases or offset
these increases through cost reductions, or if there is a time delay between the increase in costs and our ability to recover or offset these costs, our margins and
profitability could decline and our financial statements could be adversely affected.
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If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes in market conditions and
customer demand, our profitability may suffer. In addition, our reliance upon sole or limited sources of supply for certain materials, components and services
could cause production interruptions, delays and inefficiencies.
We purchase materials, components and equipment from third parties for use in our manufacturing operations, including metallic-based components, electronic
components, chemicals, and plastics. Our profitability could be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand
and market fluctuations, including those caused by seasonality or cyclicality. During a market upturn, suppliers may extend lead times, limit supplies or increase
prices. If we cannot purchase sufficient products at competitive prices and quality and on a timely enough basis to meet increasing demand, we may not be able to
satisfy market demand, product shipments may be delayed, our costs may increase or we may breach our contractual commitments and incur liabilities.
Conversely, in order to secure supplies for the production of products, we sometimes enter into non-cancelable purchase commitments with vendors, which could
impact our ability to adjust our inventory to reflect declining market demands. If demand for our products is less than we expect, we may experience additional
excess and obsolete inventories and be forced to incur additional charges and our profitability may suffer. For example, we have recently experienced and may
continue to experience inflationary increases in our manufacturing costs and operating expenses. Prolonged inflation may also reduce or delay orders for our
products and for certain products we may be unable to satisfy demand, both of which could adversely impact our sales and results of operations.
In addition, some of our businesses purchase certain materials, components and services from sole or limited source suppliers for reasons of quality assurance,
regulatory requirements, cost effectiveness, availability or uniqueness of design. If these or other suppliers encounter financial, operating or other difficulties or if
our relationship with them changes, we may not be able to establish additional or replacement suppliers in a timely or cost-effective manner, including as a result
of FDA and other regulations that require, among other things, validation of materials and components prior to their use in our products, which could further
negatively impact our business and results of operations. The supply chains for our businesses could also be disrupted by supplier capacity constraints, bankruptcy
or exiting of the business for other reasons, work stoppages, decreased availability of key raw materials or commodities and external events such as natural
disasters, pandemic health issues and restrictions, war, terrorist actions, cyberattacks, widespread protests and civil unrest, governmental actions and legislative or
regulatory changes. Any of these factors could result in production interruptions, delays, extended lead times and inefficiencies. The supply chains for our
businesses have also been impacted by the COVID-19 related lockdowns in China and the Russia-Ukraine conflict. Failure to obtain the needed supply of these
products or to offset the increased costs could adversely impact our operating results.
Because we cannot always immediately adapt our production capacity and related cost structures to changing market conditions, our manufacturing capacity may
at times exceed or fall short of our production requirements. Any or all of these problems could result in the loss of customers, provide an opportunity for
competing products to gain market acceptance and otherwise adversely affect our financial statements.
If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to a cybersecurity incident, catastrophe or other
events, our operations could be seriously harmed.
Our facilities, supply chains, distribution systems and information technology systems are subject to catastrophic loss due to fire, flood, earthquake, hurricane,
public health crises and pandemics, war, terrorism, widespread protests and civil unrest, or other natural or man-made disasters. For example, our corporate
headquarters and many of our operations, including certain of our manufacturing facilities, are located in California, which is prone to earthquakes and wildfires, in
addition to the other risks discussed above. In January 2025, several wildfires impacted Los Angeles County. While these wildfires did not have a material adverse
effect on our business, there can be no assurance that future wildfires will not have a material impact. If any of these facilities, supply chains or systems were to
experience a catastrophic loss, it could disrupt our operations, delay production and shipments, result in defective products or services, damage customer
relationships and our reputation and result in legal exposure and large repair or replacement expenses. The third-party insurance coverage that we maintain will
vary from time to time in both type and amount depending on cost, availability and our decisions regarding risk retention, and may be unavailable or insufficient to
protect us against such losses.
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The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing
products, our reputation, business and financial statements could suffer.
The manufacture of many of our products is a highly exacting and complex process, due in part to strict regulatory requirements. Problems can arise during
manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with raw materials, natural
disasters and environmental factors, and if not discovered before the product is released to market could result in recalls and product liability exposure. Because of
the time required to approve and license certain regulated manufacturing facilities and other stringent regulations of the FDA and similar agencies regarding the
manufacture of certain of our products, an alternative manufacturer may not be available on a timely basis to replace such production capacity. Any of these
manufacturing problems could result in significant costs, liability and lost sales, loss of market share as well as negative publicity and damage to our reputation
that could reduce demand for our products.
A significant disruption in, or breach in security of, our information technology systems or data or violation of data privacy laws could adversely affect our
business, operations, reputation and financial statements.
We rely on information technology systems, some of which are provided and/or managed by third parties, to process, transmit and store electronic information
(including sensitive data, confidential business information, health information, intellectual property, and personal data relating to employees, customers, other
business partners and patients), and to manage or support a variety of critical business processes and activities (such as receiving and fulfilling orders, billing,
collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations). In addition, some of our
software products and services incorporate information technology that may house personal data and some products or software we sell to customers may connect
to our systems for maintenance or other purposes.
These systems, products and services (including those we acquire through business acquisitions or that we leverage through third-party service providers) may be
materially impacted and/or disrupted by information security incidents. This includes incidents such as ransomware, malware, viruses, phishing, social
engineering, human error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events. This
existing risk is potentially compounded by the increased number of our employees with hybrid or full-time remote schedules and the related increase in remote
access to our systems. Cyberattacks may also target hardware, software and information installed, stored or transmitted in our products after such products have
been purchased and incorporated into third-party products, facilities or infrastructure. To the extent artificial intelligence capabilities improve and are increasingly
adopted, they may be used by threat actors to identify vulnerabilities and design increasingly sophisticated cybersecurity attacks. Cybersecurity and privacy
vulnerabilities may also be introduced from the use of artificial intelligence by us, our customers, suppliers and other business partners and third-party providers.
Like most multinational corporations, our information technology systems have been subject to computer viruses, malicious codes, unauthorized access and other
cyberattacks, and we expect the sophistication and frequency of such attacks to continue to increase. In particular, the increasing number of cyberattacks in the
healthcare sector poses additional risks to our information technology systems, the products and services we provide, and the data contained therein. Security
breaches of our systems, regardless of whether the breach is attributable to a vulnerability in our products or services, or security breaches of third parties’ systems
on which we rely to process, store, or transmit electronic information, could result in the misappropriation, destruction or unauthorized disclosure of confidential
information or personal data belonging to us or our employees, partners, customers, patients or suppliers. Even security incidents that occur on third and fourth
party systems could have a material adverse impact on our business.
Unauthorized tampering, adulteration or interference with our products may also adversely affect product functionality and result in loss of data, risk to patient
safety and product recalls or field actions. Additionally, if our business relationship with a third-party provider of information technology systems or services is
negatively affected, or if one of our providers were to terminate its agreement with us without adequate notice, we would suffer a significant business disruption.
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Any of the cyberattacks, breaches or other disruptions or damage described above could interrupt our operations or the operations of our customers, suppliers,
partners or distributors; prevent order placement and fulfillment; delay production and shipments; result in theft of our and our customers’ intellectual property and
trade secrets; damage customer, patient, business partner and employee relationships; harm our reputation; result in defective products or services; or lead to legal
or regulatory claims, proceedings, liability and/or penalties. These events may also result in increased costs for security and remediation. All of the foregoing could
adversely affect our business, reputation and financial statements. For example, during the second half of 2023, one of our largest distributors experienced a
cybersecurity incident which impacted their ability to place orders and consequently impacted the timing of orders received. This incident, however, as well as
other cyberattacks, did not have a material impact to our financial results, business strategy or results of operations.
As cyber threats and regulatory requirements continue to evolve, we may be required to expend significant capital and other resources to protect against the threat
of security breaches. We may also be required to incur significant expense to respond to, contain or mitigate, and remediate problems caused by security incidents,
including unauthorized access to protected health information and personal information stored in our information systems, and the introduction of computer viruses
or other malicious software programs to our systems. There are also significant costs associated with a data breach, including investigation costs, remediation and
mitigation costs, notification costs, attorney fees, and the potential for reputational harm and lost revenues due to a loss in confidence. We cannot predict the costs
to comply with these laws or the costs associated with a potential data breach, which could have a material adverse effect on our business, results of operations,
financial position and cash flows, and our business reputation.
We have installed privacy/security protection systems and devices on our network in an attempt to prevent cyberthreats and other unauthorized access to
information. However, no organization can definitively prevent all security incidents. Where an incident does occur despite the controls we have in place, and
sensitive data is impacted, we may be held liable to individuals and regulators, which could result in fines, litigation or adverse publicity that could have a material
adverse effect on our business and consolidated financial condition, results of operations and cash flows. Even if we are not held liable, any resulting negative
publicity could harm our business, impact operations, and divert the attention of management while addressing the incident, at the expense of our business. Our
risk and exposure to these matters remain heightened because of the evolving nature of these threats, increased regulatory enforcement and the expansion of
consumer rights under data privacy and security laws.
We believe that our subcontractors and vendors take precautionary measures to prevent problems that could affect our business operations as a result of failure or
disruption to their information systems. However, despite our process for conducting due diligence on and contractually requiring security and privacy measures
from our subcontractors and vendors, there is no guarantee such efforts will be successful in preventing a disruption, and it is possible that we may be impacted by
third party information system failures. The occurrence of any information system failures with our vendors could result in interruptions, delays, loss or corruption
of data and cessations or interruptions in the availability of these systems. All of these events or circumstances, among others, could have an adverse effect on our
business, results of operations, financial position and cash flows, and they could harm our business reputation.
We currently outsource certain elements of our information technology systems to third-party services providers and their failure to adequately perform their
services or attacks to their information systems could have a material adverse impact on our business operations and make our systems vulnerable to attacks.
We rely on information technology systems to effectively process, transmit, and store electronic data and information for our day-to-day business operations,
including sensitive personal information, personal data, personal health information, and confidential information. The size and complexity of our information
technology systems makes them vulnerable to cyberattacks, intrusion, and other disruption. We currently outsource certain elements of our information technology
systems to third-party subcontractors and other vendors. Our outsourcing relationships with third-parties involve access to certain of our sensitive information
which may expose us to enhanced risks, attacks, and disruptions.
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Data privacy and security laws relating to the handling of personal information (including personal health information) are evolving across the world and may
be drafted, interpreted or applied in a manner that results in increased costs, legal claims, fines against us, reputational damage or impedes delivery.
As a global healthcare organization, we are subject to relatively stringent data privacy and security laws, regulations, and customer-imposed controls in numerous
jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business. Our subcontractors and vendor
to whom we outsource our information technology systems are also subject to the requirements of data privacy and security laws, regulations, and controls. For
example, in the U.S., the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) privacy, security, and breach notification rules require certain of
our operations to maintain controls to protect the confidentiality, availability, and integrity of patient health information. In addition, individual states regulate data
breach notification requirements as well as more general privacy and security requirements. Entities within the U.S. that are found to be in violation of HIPAA, for
example as the result of a breach of unsecured protected health information, a complaint about privacy practices, or an audit by HHS, may be subject to significant
civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and
corrective action plan with HHS to settle allegations of HIPAA non-compliance.
Based on the annual revisions for 2024, penalties for HIPAA violations can range from $141 to $2.134 million dollars per violation, with a maximum fine of
$2.134 million for identical violations during a calendar year. In 2018, a nation-wide health benefit company paid $16 million to HHS following a data breach.
Prior to this record payment, the largest HIPAA fine was $5.55 million. Under the law, state attorneys general have authority to bring civil enforcement actions
under HIPAA, and attorneys general are actively engaged in enforcement. In addition, any penalties assessed under HIPAA could be in addition to other penalties
assessed by a state for a data breach in violation of state laws.
The Health Information Technology for Economic and Clinical Health (“HITECH”) Act was enacted as an update to HIPAA and makes business associates of
covered entities directly liable for compliance with certain HIPAA requirements, strengthens the limitations on the use and disclosure of protected health
information without individual authorizations, and contemplates enforcement of noncompliance with HIPAA due to willful neglect. These changes have stimulated
increased enforcement activity and enhanced the potential that health care providers will be subject to financial penalties for violations of HIPAA. In addition, the
Secretary of HHS is required to perform periodic audits to ensure covered entities (and their business associates, as that term is defined under HIPAA) comply with
the applicable HIPAA requirements, increasing the likelihood that a HIPAA violation will result in an enforcement action.
In addition to the federal HIPAA regulations, most states also have laws that protect the confidentiality of health information and other personal information, and
these laws may be broader in scope with respect to protected health information and other personal information than HIPAA. Certain of these laws grant
individuals various rights with respect to personal information, and we may be required to expend significant resources to comply with these laws. Further, all 50
states and the District of Columbia have adopted data breach notification laws that impose, in varying degrees, an obligation to notify affected persons and/or state
regulators in the event of a data breach or compromise, including when their personal information has or may have been accessed by an unauthorized person.
Some state laws may also impose physical and electronic security requirements regarding the safeguarding of personal information, such as social security
numbers and bank and credit card account numbers. Finally, several states have adopted comprehensive privacy laws, such as the California Consumer Privacy
Act, as amended by the California Privacy Rights Act (“CPRA”) (collectively, the “CCPA”). Such laws grant consumers various rights over how their personal
information is collected, use, and shared, as well as the ability to access their information, request that their information be deleted, corrected, to opt out of certain
processing, to port their information to other third parties, and other rights.
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Violation of state privacy, security, and breach notification laws can trigger significant monetary penalties. Certain of the states’ privacy, security, and data breach
laws, including, for example, the CCPA, include private rights of action that may expose us to private litigation regarding our privacy and security practices and
significant damages awards or settlements in civil litigation. The CPRA, which went into effect on January 1, 2023, significantly amended the CCPA and imposed
additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for
higher risk processing, and opt outs for certain uses of sensitive data. It also created a new California Privacy Protection Agency (“CPPA”) authorized to issue
substantive regulations and enforce the CCPA, which could result in increased privacy and information security enforcement. The CPPA continues to engage in
additional rulemaking addressing various proposed requirements around privacy, security, automated decision-making technology, data brokers, and other related
issues.
In addition, as federal, state and local governments consider adopting new privacy and security legislation, our operations may be subject to different standards in
different geographical regions. This may require significantly more resources for compliance and increase the risk of regulatory enforcement and private litigation
with respect to our privacy and security practices.
We are also subject to the General Data Protection Regulation (“GDPR”), the primary data protection law in the European Economic Area, including the European
Union (collectively, the “EU”), as well as associated EU member state data protection laws and the UK GDPR in the United Kingdom. These laws impose
significant requirements for covered businesses (controllers and processors) of personal data, including, for example, standards for obtaining consent from
individuals to process their personal data, disclosures to individuals, an individual data rights regime, specified timelines for data breach notifications, limitations
on retention and secondary uses of information, requirements pertaining to health data and pseudonymised (i.e., deidentified) data, restrictions on data transfers
outside of the EU, and obligations when we contract third-party processors in connection with the processing of personal data. The GDPR allows EU member
states certain flexibility to make additional laws and regulations concerning the same issues, including, for example, further limiting the processing of genetic,
biometric or health data. Failure to comply with the requirements of the GDPR may result in fines of up to €20,000,000 or up to 4% of the total worldwide annual
turnover of the preceding financial year, whichever is higher. Other administrative penalties may be imposed under the applicable national data protection laws of
the EU member states.
We also have to comply with a number of data privacy laws that apply to cross border data transfers including those in the EU, Switzerland, UK, Brazil and China.
These may result in increased compliance costs and complexity when transferring data internationally.
Data residency and localization laws have also been passed or are under consideration in several countries (such as China and Russia), which require personal
information relating to their citizens to be maintained on local servers and impose additional data transfer restrictions.
Finally, the last few years have seen a number of U.S. federal and state regulatory efforts around the use of artificial intelligence. Like privacy and security, this is a
quickly evolving patchwork of guidance, rules, and regulation from a number of legislative bodies, agencies, and other authorities. In the European Union, even
more comprehensive and prescriptive requirements over artificial intelligence have been enacted in the form of the EU AI Act, which went into effect on August 1,
2024 with varying implementation deadlines. To the extent our efforts in research and innovation entail or embed the use of artificial intelligence into our products
and services, or to the extent we leverage artificial intelligence in our internal operations (either directly or through third-party vendors), such legal and regulatory
changes could ultimately apply to and thus impact our company’s practices.
Compliance with the varying data privacy regulations across the U.S. and around the world is complex and have required significant expenditures and may require
additional expenditures and changes in our products or business models that increase complexity and competition. We may also experience less demand for our
products if we are unable to enable our customers to comply with their obligations under data privacy laws.
In addition, government enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws
can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial statements.
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Our growing use of AI systems to automate processes and analyze data poses inherent risks.
We have and are continuing to incorporate AI, including machine learning, in certain of our internal operations and may in the future incorporate AI into certain of
our products and services, with the intent to enhance their operation and effectiveness. For example, we have incorporated machine-learning into certain of our
software to provide AI analysis of dental patient images designed to enhance a dentist’s own analysis. Flaws, biases or malfunctions in these systems could lead to
operational disruptions, data loss, or erroneous decision-making, impacting our operations, financial condition and reputation. Ethical and legal challenges may
arise, including biases or discrimination in AI outcomes, non-compliance with data protection regulations, and lack of transparency. The legal and regulatory
landscape and industry standards surrounding AI technologies is rapidly evolving and uncertain, and compliance may impose significant operational costs and may
limit our ability to develop, deploy or use AI technologies. Furthermore, the deployment of AI systems could expose us to increased cybersecurity threats, such as
data breaches and unauthorized access leading to financial losses, legal liabilities, and reputational damage. We also face competitive risks if we fail to adopt AI or
other machine-learning technologies in a timely manner.
Our growth depends in part on the timely development, commercialization, and customer acceptance of new and enhanced products and services based on
technological innovation.
We generally sell our products and services in an industry that is characterized by rapid technological changes, frequent new product introductions and changing
industry standards. If we do not develop innovative new and enhanced products and services on a timely basis, our offerings will become obsolete over time and
our competitive position and financial statements will suffer. Our success will depend on several factors, including our ability to:
◦
correctly identify customer needs and preferences and predict future needs and preferences;
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allocate our research and development funding to products and services with higher growth prospects;
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anticipate and respond to our competitors’ development of new products and services and technological innovations;
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differentiate our offerings from our competitors’ offerings and avoid commoditization;
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innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have valuable applications in
our served markets;
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obtain adequate intellectual property rights with respect to key technologies before our competitors do;
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successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient
volumes of new products of appropriate quality on time;
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obtain necessary regulatory approvals of appropriate scope (including by demonstrating satisfactory clinical results where required); and
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stimulate customer demand for and convince customers to adopt new technologies, including assisted or artificial intelligence.
If we fail to accurately predict future customer needs and preferences or fail to produce viable technologies, we may invest heavily in research and development of
products and services that do not lead to significant sales, which would adversely affect our profitability.
Even if we successfully innovate and develop new and enhanced products and services, we may incur substantial costs in doing so, and our profitability may suffer.
Further, if we are unable to decrease our costs associated with our Specialty Products & Technologies segment, we may be unable to improve our profitability. In
addition, promising new offerings may fail to reach the market or realize only limited commercial success because of real or perceived efficacy or safety concerns,
failure to achieve positive clinical outcomes, uncertainty over third-party reimbursement or entrenched patterns of clinical practice. For additional information on
third-party reimbursement of dental products, please refer to “Item 1. Business—Regulatory Matters.”
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We have undergone, and may continue to experience, changes to our executive leadership team and senior management, and our future success will depend in
part on our ability to manage these transitions successfully and on our ability to attract, develop and retain our key personnel.
Our success depends to a significant extent upon the continued service of our executive officers and key management and technical personnel and on our ability to
continue to attract, retain, and develop qualified personnel. The competition for these employees is intense. The loss of the services of key personnel could have a
material adverse effect on our operating results. In addition, there could be a material adverse effect on us should the turnover rates for key personnel increase
significantly or if we are unable to continue to attract qualified personnel.
Over the past fiscal year, there have been changes to our executive leadership team. These leadership transitions along with other senior management changes may
be inherently difficult to manage. If we do not successfully manage this transition process, it could be viewed negatively by our customers, employees or investors
and could have a negative impact on our business, results of operations and financial condition.
Any inability to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term
strategy, could negatively impact our growth rate and stock price.
Our ability to grow sales, earnings and cash flow at or above our historic rates depends in part upon our ability to identify and successfully acquire and integrate
businesses at appropriate prices and realize anticipated synergies, and to make appropriate investments that support our long-term strategy. We may not be able to
consummate acquisitions at rates similar to the past, which could adversely impact our growth rate and our stock price. Promising acquisitions and investments are
difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers, the availability of affordable funding
in the capital markets and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms. In
addition, competition for acquisitions and investments may result in higher purchase prices. Changes in accounting or regulatory requirements or instability in the
credit markets could also adversely impact our ability to consummate acquisitions and investments.
Our acquisition of businesses, investments, joint ventures and other strategic relationships could negatively impact our financial statements.
As part of our business strategy we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary course;
please refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional details. Acquisitions, investments,
joint ventures and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges,
including the following, any of which could adversely affect our business and financial statements:
◦
Any business, technology, service or product that we acquire or invest in could under-perform relative to our expectations and the price that we paid or not
perform in accordance with our anticipated timetable, or we could fail to operate any such business profitably.
◦
We may incur or assume significant debt in connection with our acquisitions, investments, joint ventures or strategic relationships, which could also cause
a deterioration of our credit ratings, result in increased borrowing costs and interest expense and diminish our future access to the capital markets.
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Acquisitions, investments, joint ventures or strategic relationships could cause our financial results to differ from our own or the investment community’s
expectations in any given period, or over the long-term.
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Pre-closing and post-closing earnings charges could adversely impact operating results in any given period, and the impact may be substantially different
from period to period.
◦
Acquisitions, investments, joint ventures or strategic relationships could create demands on our management, operational resources and financial and
internal control systems that we are unable to effectively address.
◦
We have in the past and could in the future experience difficulty in integrating personnel, operations and financial and other controls and systems and
retaining key employees and customers.
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We may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition, investment, joint venture or strategic
relationship.
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We may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal
control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities and the realization of any of these
liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting
obligations.
◦
In connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out
obligations and indemnification obligations, which may have unpredictable financial results.
◦
As a result of our acquisitions and investments, we have recorded significant goodwill and other assets on our balance sheet and if we are not able to
realize the value of these assets, or if the fair value of our investments declines, we may be required to incur impairment charges.
◦
We may have interests that diverge from those of our joint venture partners or other strategic partners and we may not be able to direct the management
and operations of the joint venture or other strategic relationship in the manner we believe is most appropriate, exposing us to additional risk.
◦
Investing in or making loans to early-stage companies often entails a high degree of risk, and we may not achieve the strategic, technological, financial or
commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or our investment may be illiquid for a greater-than-expected
period of time.
Our ability to acquire other businesses or technologies, make strategic investments or integrate acquired businesses effectively may also be impaired by the effects
of trade tensions and increased global scrutiny of foreign investments. For example, a number of countries, including the U.S. and countries in Europe and the
Asia-Pacific region, are considering or have adopted restrictions on foreign investments. Governments may continue to adopt or tighten restrictions of this nature,
and such restrictions could negatively impact our business and financial results.
The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face
unexpected liabilities.
Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the
operation of the acquired company before we acquired it. In most of these agreements, however, the liability of the former owners is limited and certain former
owners may be unable to meet their indemnification responsibilities. We cannot assure you that these indemnification provisions will protect us fully or at all, and
as a result we may face unexpected liabilities that adversely affect our financial statements.
Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have sold could
adversely affect our financial statements.
We continually assess the strategic fit of our existing businesses and may divest, spin-off, split-off or otherwise dispose of businesses that are deemed not to fit
with our strategic plan or are not achieving the desired return on investment. These transactions pose risks and challenges that could negatively impact our business
and financial statements. For example, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms within
our anticipated timeframe or at all, and even after reaching a definitive agreement to sell or dispose a business the sale is typically subject to satisfaction of pre-
closing conditions which may not become satisfied. In addition, divestitures or other dispositions may dilute our earnings per share, have other adverse tax,
financial and accounting impacts and distract management, and disputes may arise with buyers. In addition, we have retained responsibility for and/or have agreed
to indemnify buyers against some known and unknown contingent liabilities related to certain businesses or assets we or our predecessors have sold or disposed.
The resolution of these contingencies has not had a material effect on our financial statements, but we cannot be certain that this favorable pattern will continue.
Inventories maintained by our distributors and customers may fluctuate from time to time.
We rely in part on our distributor and customer relationships and predictions of distributor and customer inventory levels in projecting future demand levels and
financial results. These inventory levels may fluctuate, and may differ from our predictions, resulting in our projections of future results being different than
expected. These changes may be influenced by changing relationships with the distributor and customers, economic conditions, supply chain disruption and end-
user preference for particular products. There can be no assurance that our distributors and customers will maintain levels of inventory in accordance with our
predictions or past history, or that the timing of distributors’ or customers’ inventory build or liquidation will be in accordance with our predictions or past history.
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We are dependent upon a limited number of distributors for a significant portion of our sales, and loss of a key distributor could result in a loss of a significant
amount of our sales. In addition, adverse changes in our relationships with, or the financial condition, performance, purchasing patterns or inventory levels
of, key distributors and other channel partners could adversely affect our financial statements.
Historically, a substantial portion of our sales had come from a limited number of distributors, particularly Henry Schein, which accounted for approximately 10%
of our sales in 2024 and 2023. It is anticipated that Henry Schein will continue to be the largest contributor to our sales for the foreseeable future. We do not
currently have a master distribution agreement in place with Henry Schein for the distribution of our products in the U.S. and Canada. There can be no assurance
that Henry Schein or any particular distributor will purchase any particular quantity of products from us or continue to purchase any products at all. If Henry
Schein or any other key distributor or channel partner significantly reduces the volume of products purchased from us, it would have an adverse effect on our
consolidated financial statements.
Our key distributors and other channel partners typically have valuable relationships with customers and end-users. Some of these distributors and other partners
also sell our competitors’ products or compete with us directly, and if they favor competing products for any reason, they may fail to market our products
effectively. Adverse changes in our relationships with these distributors and other partners, reduction or discontinuation of their purchases from us or adverse
developments in their financial condition, performance or purchasing patterns, could adversely affect our business and financial statements. The levels of inventory
maintained by our distributors and other channel partners, and changes in those levels, can also significantly impact our results of operations in any given period.
In addition, the consolidation of distributors and customers in certain of our served industries could adversely impact our business and consolidated financial
statements.
If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury
or expend significant resources enforcing our rights.
Many of the markets we serve are technology-driven, and as a result intellectual property rights play a significant role in product development and differentiation.
We own numerous patents, trademarks, copyrights, trade secrets and other intellectual property and licenses to intellectual property owned by others, which in
aggregate are important to our business. The intellectual property rights that we obtain, however, may not be sufficiently broad or otherwise may not provide us a
significant competitive advantage, and patents may not be issued for pending or future patent applications owned by or licensed to us. In addition, the steps that we
and our licensors have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented, designed-
around or becoming subject to compulsory licensing, particularly in countries where intellectual property rights are not highly developed or protected. The laws of
foreign countries in which we do business or contemplate doing business in the future may not recognize intellectual property rights or protect them to the same
extent as do the laws of the U.S. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position
or for other business reasons, or countries may require compulsory licensing of our intellectual property. We also rely on nondisclosure and noncompetition
agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these
agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that
others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or
other proprietary rights. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual
property or detect or prevent circumvention or unauthorized use of such property and the cost of enforcing our intellectual property rights could adversely impact
our business, including our competitive position, and financial statements.
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Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses
or licensing expenses or be prevented from selling products or services.
From time to time, we receive notices from third parties alleging intellectual property infringement or misappropriation of third parties’ intellectual property and
cannot be certain that the conduct of our business does not and will not infringe or misappropriate the intellectual property rights of others. Any dispute or
litigation regarding intellectual property could be costly and time-consuming to defend due to the complexity of many of our technologies and the uncertainty of
intellectual property litigation. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of
infringement or misappropriation. In addition, as a result of such claims of infringement or misappropriation, we could lose our rights to critical technology, be
unable to license critical technology or sell critical products and services, be required to pay substantial damages or license fees with respect to the infringed rights,
be required to license technology or other intellectual property rights from others, be required to cease marketing, manufacturing or using certain products or be
required to redesign, re-engineer or re-brand our products at substantial cost, any of which could adversely impact our business, including our competitive position,
and financial statements. Third-party intellectual property rights may also make it more difficult or expensive for us to meet market demand for particular product
or design innovations. If we are required to seek licenses under patents or other intellectual property rights of others, we may not be able to acquire these licenses
on acceptable terms, if at all. Even if we successfully defend against claims of infringement or misappropriation, we may incur significant costs and diversion of
management attention and resources, which could adversely affect our business and financial statements.
Defects and unanticipated use or inadequate disclosure with respect to our products or services (including software), or allegations thereof, could adversely
affect our business, reputation and financial statements.
Manufacturing or design defects or “bugs” in, unanticipated use of, safety or quality issues (or the perception of such issues) with respect to, “off label” use of, or
inadequate disclosure of risks relating to the use of products and services that we make or sell (including items that we source from third parties) can lead to
personal injury, death, property damage, loss of profits or other liability. These events could lead to recalls or safety alerts, result in the removal of a product or
service from the market and result in product liability or similar claims being brought against us. Any potential product liability claims could exceed the amount of
our insurance coverage or may be excluded from coverage under the terms of the policy. Our insurance may not be renewed at a cost and level of coverage
comparable to that then in effect. Recalls, removals and product liability and similar claims (regardless of their validity or ultimate outcome) can result in
significant costs, as well as negative publicity and damage to our reputation that could reduce demand for our products and services. Our business can also be
affected by studies of the utilization, safety and efficacy of medical device products and components that are conducted by industry participants, government
agencies and others. Any of the above can result in the discontinuation of marketing of such products in one or more countries, and may give rise to claims for
damages from persons who believe they have been injured as a result of product issues, including claims by individuals or groups seeking to represent a class.
For a discussion of risks pertaining to the dental amalgam sold by us, see “Item 1. Business—Regulatory Matters—Medical Device Regulations.”
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Our restructuring and site consolidation actions could have long-term adverse effects on our business.
We continue to implement significant restructuring and site consolidation and centralization activities across our businesses to adjust our cost structure and to
increase our operational efficiency, and we may engage in similar activities in the future. These restructuring and consolidation activities and our regular ongoing
cost reduction activities (including in connection with the integration of acquired businesses) reduce our available talent, assets and other resources and could slow
improvements in our products and services, adversely affect our ability to respond to customers, limit our ability to increase production quickly if demand for our
products increases and trigger adverse public attention. As part of our site consolidation initiatives, we may also lose favorable tax incentives or not be able to
renew leases on acceptable terms. We may make changes to certain capital projects, close certain production operations and abandon leases for certain facilities
that will not be used in our operations. Further, these activities may cause employees or third parties to raise claims against us, potentially resulting in additional
costs and/or causing delays in implementation. In addition, delays in implementing planned restructuring activities, site consolidation, centralization or other
productivity improvements, unexpected costs or failure to meet targeted improvements may diminish the operational or financial benefits we expect to realize from
such actions. Moreover, we may not succeed in implementing present or future restructuring activities, site consolidation, centralization, or cost reduction
activities. Realizing the anticipated benefits from these initiatives, if any benefits are achieved at all, may take several years, and we may be unable to achieve our
targeted cost efficiencies and gross margin improvements. Additionally, we may have insufficient access to capital to fund investments in these strategic initiatives,
or our business strategy may change from time to time, which could delay our ability to implement initiatives that we believe are important to our business. Any of
the circumstances described above could adversely impact our business and financial statements.
We may be adversely affected by climate-related risks or by legal, regulatory or market responses to such risks.
The long-term effects of climate-related risks are difficult to predict and may be widespread. The impacts of climate change may include physical risks (such as
rising sea levels or changes in weather patterns), social and human effects (such as population dislocations or harm to health and well-being), compliance costs and
transition risks (such as regulatory or technology changes), shifts in market trends (such as customers putting an increased priority on purchasing products that are
sustainably made) and other adverse effects. Any of our primary locations may be vulnerable to the adverse effects of climate-related risks. For example, our
corporate headquarters are located in California, which has historically experienced, and is likely to continue to experience, climate-related events including
drought, water scarcity, flooding, heat waves, wildfires and resultant air quality impacts and power shutoffs associated with wildfire prevention. In January 2025,
several wildfires impacted Los Angeles County. While these wildfires did not have a material adverse effect on our business, there can be no assurance that future
wildfires will not have a material impact. The effects of climate-related risks could also impair the availability and cost of certain products, commodities and
energy (including utilities), which in turn may impact our ability to procure goods or services required for the operation of our business at the quantities and levels
we require.
In addition, the increasing concern over climate change has resulted and may continue to result in more regional, federal, and/or global legal and regulatory
requirements relating to climate change, including regulating greenhouse gas emissions, alternative energy policies and sustainability initiatives, such as the State
of California’s new climate change disclosure rules. Changes in environmental laws and regulations, in particular relating to climate change and greenhouse gas
emissions, could require us, or our contract manufacturers or suppliers, to install additional equipment, or alter operations to incorporate new technologies or
processes, which may result in additional expenses and adversely affect our operating results. In addition, regulators, customers, investors, employees and other
stakeholders are focusing more on environmental matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted in,
and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent meeting such regulations
and expectations and complying with disclosure requirements. If legislation or regulations are enacted or promulgated in the U.S. or in any other jurisdictions in
which we do business that impose more stringent restrictions and requirements than our current legal or regulatory obligations, we may experience disruptions in,
or increases in the costs associated with, sourcing, manufacturing and distributing our products, which may adversely affect our business, results of operations and
financial condition. Any such regulatory changes could have a significant effect on our operating and financial decisions, including those involving capital
expenditures to reduce emissions and comply with other regulatory requirements.
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Risks Related to Our Indebtedness
We have outstanding indebtedness of approximately $1.4 billion, and in the future, we may incur additional indebtedness. This indebtedness could adversely
affect our businesses and our ability to meet our obligations.
As of February 7, 2025, we had outstanding indebtedness of approximately $1.4 billion, including approximately $793.6 million under our Second Amended
Credit Agreement, $489.9 million under our 2028 Convertible Notes, $116.1 million under our 2025 Convertible Notes (together with the 2028 Convertible Notes,
the “Notes”), and had an additional $750.0 million of borrowing capacity under the revolving credit facility pursuant to the Second Amended Credit Agreement,
with the ability to request further increases to the revolving credit facility up to the greater of consolidated EBITDA or $525.0 million.
Please refer to Note 16 to our Consolidated Financial Statements included in this Annual Report. This debt could have important, adverse consequences to us and
our security holders, including:
◦
increasing our vulnerability to adverse economic and industry conditions;
◦
limiting our ability to obtain additional financing;
◦
requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash
available for other purposes;
◦
limiting our flexibility to plan for, or react to, changes in our businesses and industry;
◦
diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of the Notes; and
◦
placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness,
and our cash needs may increase in the future. The Second Amended Credit Agreement contains restrictive covenants that limit our ability to engage in activities
that may be in our long-term interest, including for example EBITDA-based leverage and interest coverage ratios. If we breach any of these restrictions and cannot
obtain a waiver from the lenders on favorable terms, subject to applicable cure periods, the outstanding indebtedness (and any other indebtedness with cross-
default provisions) could be declared immediately due and payable, which would adversely affect our liquidity and financial statements.
The risks described above will increase with the amount of indebtedness we incur, and in the future, we may incur significant indebtedness in addition to the
indebtedness described above.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our
indebtedness, which may not be successful and may adversely affect our ability to pay dividends (if we pay dividends in the future).
Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to
prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable
to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to
reduce or delay investments and capital expenditures, or to dispose of material assets or operations, alter our dividend policy (if we pay dividends in the future),
seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures on commercially
reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The instruments that
may govern our indebtedness in the future may restrict our ability to dispose of assets and may restrict the use of proceeds from those dispositions. We may not be
able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations when due.
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In addition, we conduct our operations through our subsidiaries. Accordingly, repayment of our indebtedness will depend on the generation of cash flow by our
subsidiaries, including certain international subsidiaries, and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Our
subsidiaries may not have any obligation to pay amounts due on our indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to,
or may not be permitted to, make adequate distributions to enable us to make payments in respect of our indebtedness. Each subsidiary is a distinct legal entity and,
under certain circumstances, legal, tax and contractual restrictions may limit our ability to obtain cash from our subsidiaries. In the event that we do not receive
distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness.
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, may
materially adversely affect our business, financial condition and results of operations and our ability to satisfy our obligations under our indebtedness or pay
dividends on our common stock if we pay dividends in the future.
We may be unable to raise the funds necessary to repurchase the Notes for cash following a fundamental change, or to pay any cash amounts due upon
conversion, and our other indebtedness may limit our ability to repurchase the Notes or pay cash upon their conversion.
Holders of the Notes may require us to repurchase their Notes following a fundamental change at a cash repurchase price generally equal to the principal amount of
the Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion, we will satisfy part or all of our conversion obligation in cash.
We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Notes or pay the cash amounts due upon
conversion. In addition, applicable law, regulatory authorities and the agreements governing our other indebtedness may restrict our ability to repurchase the Notes
or pay the cash amounts due upon conversion. Our failure to repurchase the Notes or to pay the cash amounts due upon conversion when required will constitute a
default under the indentures governing the 2028 Convertible Notes and the 2025 Convertible Notes between us and Wilmington Trust, National Association, as
trustee, dated as of August 10, 2023 and May 21, 2020, respectively. A default under the 2028 Convertible Notes Indenture, the 2025 Convertible Notes Indenture
(together, the “Indentures”), or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which may result in
that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the
Notes.
The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of the Notes is triggered, holders of Notes will be entitled to convert the Notes at any time during specified periods
at their option. We made an irrevocable election to satisfy the principal amounts of Notes outstanding upon conversion with cash. If one or more holders elect to
convert their Notes, we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our
liquidity. In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the
outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital. As of
December 31, 2024, none of the conditions allowing the Note holders to convert the 2028 Convertible Notes was satisfied. As a result, as of December 31, 2024,
the 2028 Convertible Notes are classified as a non-current liability. As of December 31, 2024, one of the conditions allowing the Note holders to convert the 2025
Convertible Notes was satisfied. As a result, as of December 31, 2024, the 2025 Convertible Notes are classified as a current liability.
The existing capped call transactions we entered into in connection with the 2025 Notes may affect the value of the Notes and our common stock.
In connection with the sale of the 2025 Convertible Notes, we entered into capped call transactions (the “Capped Calls”) with the initial purchasers of the 2025
Convertible Notes, their respective affiliates and other financial institutions (the “option counterparties”). The Capped Calls are expected generally to reduce the
potential dilution upon any conversion of the 2025 Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of
converted 2025 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.
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In connection with establishing their hedges of the Capped Calls, the option counterparties or their affiliates entered into various derivative transactions with
respect to our common stock. These parties may modify their hedge positions in the future by entering into or unwinding various derivatives with respect to our
common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the 2025
Convertible Notes (and are likely to do so during any observation period related to a conversion of the 2025 Convertible Notes). This activity could cause or avoid
an increase or a decrease in the market price of our common stock or the Notes.
In August 2023, we completed a partial unwind of the Capped Calls in connection with a partial exchange of our 2025 Convertible Notes.
We are subject to counterparty risk with respect to the Capped Calls.
The option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the Capped Calls. Our exposure to
the credit risk of the option counterparties will not be secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or
financial difficulties of many financial institutions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in
those proceedings with a claim equal to our exposure at that time under the Capped Calls with such option counterparty. Our exposure will depend on many factors
but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a
default by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We
can provide no assurances as to the financial stability or viability of the option counterparties.
Our variable rate indebtedness exposes us to interest rate volatility, which could cause our debt service obligations to increase significantly.
Borrowings under certain of our facilities, including our Second Amended Credit Agreement, are made at variable rates of interest and expose us to interest rate
volatility. Interest rates increased during 2022 and 2023. If interest rates continue to increase, our debt service obligations on certain of our variable rate
indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our
indebtedness, will correspondingly decrease. In addition, we reference the Secured Overnight Financing Rate ("SOFR") as the primary benchmark rate for our
variable rate indebtedness, in lieu of the London Interbank Offered Rate ("LIBOR"). SOFR is a relatively new reference rate and with a limited history, and
changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market rates. As a result, the amount of interest we may pay on our
variable rate indebtedness is difficult to predict.
Risks Related to Our Industry
The industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, which could adversely
affect our financial statements.
The industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, including the following:
◦
Governmental and private health care providers and payors around the world are increasingly utilizing managed care for the delivery of health care
services, centralizing purchasing, limiting the number of vendors that may participate in purchasing programs, forming group purchasing organizations
and integrated health delivery networks and pursuing consolidation to improve their purchasing leverage and using competitive bid processes to procure
health care products and services.
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Certain of our customers, and the end-users to whom our customers supply products, rely on government funding of and reimbursement for health care
products and services and research activities. The health care austerity measures in other countries and other potential health care reform changes and
government austerity measures have reduced and may further reduce the amount of government funding or reimbursement available to customers or end-
users of our products and services and/or the volume of medical procedures using our products and services. Other countries, as well as some private
payors, also control the price of health care products, directly or indirectly, through reimbursement, payment, pricing or coverage limitations, tying
reimbursement to outcomes or (in the case of governmental entities) compulsory licensing. For example, China has implemented volume-based
procurement policies, a series of centralized reforms instituted in China on both a national and regional basis that has resulted in significant price cuts for
medical and dental consumable products. Global economic uncertainty or deterioration can also adversely impact government funding and
reimbursement.
These changes, as well as other impacts from market demand, government regulations, third-party coverage and reimbursement policies and societal pressures
have started changing the way health care is delivered, reimbursed and funded and may cause participants in the health care industry and related industries that we
serve to purchase fewer of our products and services, reduce the prices they are willing to pay for our products or services, reduce the amounts of reimbursement
and funding available for our products and services from governmental agencies or third-party payors, heighten clinical data requirements, reduce the volume of
medical procedures that use our products and services, affect the acceptance rate of new technologies and products and increase our compliance and other costs. In
addition, we may be excluded from important market segments or unable to enter into contracts with group purchasing organizations and integrated health
networks on terms acceptable to us, and even if we do enter into such contracts they may be on terms that negatively affect our current or future profitability. All of
the factors described above could adversely affect our business and financial statements.
We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we
compete effectively, we may be required to reduce prices for our products and services.
Our businesses operate in industries that are intensely competitive and have been subject to increasing consolidation. Because of the range of the products and
services we sell and the variety of markets we serve, we encounter a wide variety of competitors. See “Item 1. Business—Competition.” In order to compete
effectively, we must retain longstanding relationships with major customers and continue to grow our business by establishing relationships with new customers
and external experts, continually developing new products and services to maintain and expand our brand recognition and leadership position in various product
and service categories and penetrating new markets, including emerging markets. In addition, significant shifts in industry market share have occurred and may in
the future occur in connection with product problems, safety alerts and publications about products, reflecting the competitive significance of product quality,
product efficacy and quality systems in our industry. Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact
our financial statements, and our expansion into new markets may result in greater-than-expected risks, liabilities and expenses. Some of our competitors have a
broader product portfolio than we do. In addition, we are exposed to the risk that our competitors or our customers may introduce private label, generic, or low-cost
products that compete with our products at lower price points. New disruptive technologies may emerge that displace our existing technologies. If these
competitors’ products capture significant market share or decrease market prices overall, this could have an adverse effect on our financial statements.
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Risks Related to Laws and Regulations
Changes in governmental regulations may reduce demand for our products or services or increase our expenses.
We compete in markets in which we and our customers must comply with supranational, federal, state, local and other jurisdictional regulations, such as
regulations governing health and safety, the environment, food and drugs and privacy. We develop, configure and market our products and services to meet
customer needs created by these regulations. These regulations are complex, change frequently, have tended to become more stringent over time and may be
inconsistent across jurisdictions. Any significant change in any of these regulations (or in the interpretation or application thereof) could reduce demand for,
increase our costs of producing or delay the introduction of new or modified products and services, or could restrict our existing activities, products and services.
We are also incorporating artificial intelligence into certain of our products to make them more effective for us and our customers; however, this subjects us to risks
of compliance with the expanding and changing regulations regarding the use of artificial intelligence.
Certain of our businesses are subject to extensive regulation by the FDA and comparable agencies of other countries, as well as laws regulating fraud and
abuse in the health care industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our
reputation, ability to do business and financial statements.
Most of our products are medical devices subject to regulation by the U.S. Food and Drug Administration (the “FDA”), by other federal and state governmental
agencies, by comparable agencies of other countries and regions, by certain accrediting bodies and by regulations governing hazardous materials (or the
manufacture and sale of products containing any such materials). The FDA and these other regulatory authorities enforce additional regulations regarding the
safety of X-ray emitting devices. The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have
regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their
existing regulations. For example, the EU MDR imposes stricter requirements for the marketing and sale of medical devices, including in the area of clinical
evaluation requirements, quality systems and post-market surveillance. Medical devices that have been assessed and/or certified under the EU Medical Device
Directive may continue to be placed on the market until 2027/2028 (or until the expiry of their certificates, if applicable and earlier); however, requirements
regarding the distribution, marketing and sale including quality systems and post-market surveillance have to be observed by manufacturers, importers and
distributors as of the application date. Complying with the EU MDR required modifications to our quality management systems, additional resources in certain
functions, and required and will continue to require updates to technical files, among other changes. Failure to meet these requirements could adversely impact our
business in the EU and other regions that tie their product registrations to the EU requirements.
Similarly, under the Physician Payment Sunshine Act, we are required to collect and report detailed information regarding certain financial relationships we have
with covered recipients, including physicians, dentists, teaching hospitals, and certain other non-physician practitioners. We or our subsidiaries may be required to
report information under certain state transparency laws that address circumstances not covered by the Physician Payment Sunshine Act, and some of these state
laws, as well as the federal law, can be unclear. We are also subject to foreign regulations requiring transparency of certain interactions between suppliers and their
customers. While we believe we have substantially compliant programs and controls in place satisfying the above laws and requirements, such compliance imposes
additional costs on us and the requirements are sometimes unclear.
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To varying degrees, these regulators require us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing,
distribution and post-marketing surveillance of our products. We cannot guarantee that we will be able to obtain regulatory clearance (such as 510(k) clearance) or
approvals for our new products or modifications to (or additional indications or uses of) existing products within our anticipated timeframe or at all, and if we do
obtain such clearance or approval it may be time-consuming, costly and subject to restrictions. Our ability to obtain such regulatory clearances or approvals will
depend on many factors and the process for obtaining such clearances or approvals could change over time. Even after initial regulatory clearance or approval, we
are subject to periodic inspection by these regulatory authorities, and if safety issues arise, we may be required to amend conditions for use of a product, such as
providing additional warnings on the product’s label or narrowing its approved intended use, which could reduce the product’s market acceptance. Failure to obtain
required regulatory clearances or approvals before marketing our products (or before implementing modifications to or promoting additional indications or uses of
our products), other violations of these regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities and real or
perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) have led to FDA
Form 483 Inspectional Observations, and can lead to warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and
increased compliance costs, mandatory recalls, seizures of adulterated or misbranded products, injunctions, administrative detentions, refusals to permit
importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product,
suspension or withdrawal of approvals and pre-market notification rescissions. We are also subject to various laws regulating fraud and abuse, pricing and sales
and marketing practices in the health care industry and the privacy and security of health information as well as manufacturing and quality standards, including the
federal regulations described in “Item 1. Business —Regulatory Matters.” Ensuring that our internal operations and business arrangements with third parties
comply with applicable healthcare laws and regulations involves substantial costs. It is possible that government authorities will conclude that our business
practices do not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and
regulations.
Noncompliance with these standards can result in, among other things, fines, expenses, injunctions, civil penalties, recalls or seizures of products, total or partial
suspension of production, refusal of the government to grant 510(k) clearance of devices, withdrawal of marketing approvals, criminal prosecutions and other
adverse effects referenced below under “Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our
financial statements and our business, including our reputation.” Further, defending against any such actions can be costly and time-consuming and may require
significant personnel resources. Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be
impaired.
Off-label marketing or misleading advertising of our products could result in substantial penalties.
The FDA, the Federal Trade Commission (“FTC”) and, in some cases, the Environmental Protection Agency (“EPA”) strictly regulate the promotional claims that
may be made about approved or cleared products. In particular, any clearances we may receive only permit us to market our products for the uses indicated on the
labeling cleared by the FDA. We may request additional label indications for our current products, and the FDA may deny those requests outright, require
additional expensive performance or clinical data to support any additional indications or impose limitations on the intended use of any cleared products as a
condition of clearance. If the FDA determines that we have marketed or advertised our products for off-label use, we could be subject to fines, injunctions or other
penalties. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our business activities to constitute
promotion of an off-label use or misbranding, which could result in significant penalties, including, but not limited to, criminal, civil and administrative penalties,
substantial monetary penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs, and/or the curtailment of our
operations. Any of these events could significantly harm our business and results of operations and cause our stock price to decline.
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Certain modifications to our products may require new 510(k) clearances or other marketing authorizations and may require us to recall or cease marketing
our products.
Once a medical device is permitted to be legally marketed in the U.S. pursuant to a 510(k) clearance, a manufacturer may be required to notify the FDA of certain
modifications to the device. Manufacturers determine in the first instance whether a change to a product requires a new premarket submission, but the FDA may
review any manufacturer’s decision. The FDA may not agree with our decisions regarding whether new clearances are necessary. We have made modifications to
our products in the past and have determined based on our review of the applicable FDA regulations and guidance that in certain instances new 510(k) clearances
or other premarket submissions were not required. We may make similar modifications or add additional features in the future that we believe do not require a new
510(k) clearance. If the FDA disagrees with our determinations and requires us to submit new 510(k) notifications, we may be required to cease marketing or to
recall the modified product until we obtain clearance, and we may be subject to significant regulatory fines or penalties.
Our operations, products and services expose us to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect our
business, reputation and financial statements.
Our operations, products and services are subject to environmental laws and regulations, which impose limitations on the discharge of pollutants into the
environment, establish standards for the use, generation, treatment, storage and disposal of hazardous and non-hazardous wastes and impose end-of-life disposal
and take-back programs. We must also comply with various health and safety regulations in the U.S. and abroad in connection with our operations. We cannot
assure you that our environmental, health and safety compliance program (or the compliance programs of businesses we acquire) have been or will at all times be
effective. Failure to comply with any of these laws could result in civil and criminal, monetary and non-monetary penalties and damage to our reputation. In
addition, we cannot provide assurance that our costs of complying with current or future environmental protection and health and safety laws will not exceed our
estimates or adversely affect our financial statements.
In addition, we may incur costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other
hazardous materials handling practices. We are also from time to time party to personal injury, property damage or other claims brought by private parties alleging
injury or damage due to the presence of or exposure to hazardous substances. We may also become subject to additional remedial, compliance or personal injury
costs due to future events such as changes in existing laws or regulations, changes in agency direction or enforcement policies, developments in remediation
technologies, changes in the conduct of our operations and changes in accounting rules. For additional information regarding these risks, please refer to Note 15 to
our Consolidated Financial Statements included in this Annual Report. We cannot assure you that our liabilities arising from past or future releases of, or exposures
to, hazardous substances will not exceed our estimates or adversely affect our reputation and financial statements or that we will not be subject to additional claims
for personal injury or remediation in the future based on our past, present or future business activities.
Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our financial statements and our business,
including our reputation.
In addition to the environmental, health, safety, health care, medical device, anticorruption, data privacy and other regulations noted elsewhere in this Annual
Report, our businesses are subject to extensive regulation by U.S. and non-U.S. governmental and self-regulatory entities at the supranational, federal, state, local
and other jurisdictional levels, including laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing
practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, economic and trade sanctions, money
laundering and data privacy.
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We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees, agents or business
partners (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S. laws - In particular, the U.S. Foreign Corrupt Practices Act, the UK
Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to
government officials for the purpose of obtaining or retaining business, and we operate in countries that have experienced corruption. Any such improper acts or
allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the U.S. and in other jurisdictions and related stockholder
lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees. In
addition, the government may seek to hold us liable for violations committed by companies in which we invest or that we acquire. We also rely on our suppliers to
adhere to our supplier standards of conduct, and material violations of such standards of conduct could occur that could have a material effect on our business,
reputation, and financial statements.
We are also required to comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain
customers, business partners and other persons and dealings between our employees and between our subsidiaries. In certain circumstances, export control and
economic sanctions regulations may prohibit the export of certain products, services, and technologies. In other circumstances, we may be required to obtain an
export license before exporting the controlled item. Compliance with the various import laws that apply to our businesses can restrict our access to, and increase
the cost of obtaining, certain products and at times can interrupt our supply of imported inventory.
Our products and operations are also often subject to differing national industrial standards, and failure to comply with these rules could result in withdrawal of
certifications needed to sell our products and services and otherwise adversely impact our business and financial statements. Non-compliance with applicable
requirements (or any alleged or perceived failure to comply) could result in import detentions, fines, damages, civil and administrative penalties, injunctions,
suspensions or losses of regulatory approvals, recall or seizure of products, operating restrictions, refusal of the government to approve product export applications
or allow us to enter into supply contracts, disbarment from selling to certain governmental agencies or exclusion from government funded healthcare programs,
such as Medicare and Medicaid or similar programs in other countries or jurisdictions, integrity oversight and reporting obligations to resolve allegations of non-
compliance, disruption of our business, limitation on our ability to manufacture, import, export and sell products and services, loss of customers, significant legal
and investigatory fees, disgorgement, individual imprisonment, reputational harm, contractual damages, diminished profits, curtailment or restricting of business
operations, criminal prosecution and other monetary and non-monetary penalties. For additional information regarding these risks, please refer to the section
entitled “Business—Regulatory Matters.”
Risks Related to Ownership of Our Stock
The price of our common stock may continue to be volatile, which could lead to securities litigation brought against us or cause investors to lose the value of
their investment.
We have a limited trading history and there may be wide fluctuations in the market value of our common stock as a result of many factors. From our IPO through
February 7, 2025, the sales price of our common stock as reported by the NYSE has ranged from a low sales price of $10.08 on March 19, 2020 to a high sales
price of $52.03 on March 29, 2022. Factors that may cause the market price of our common stock to fluctuate, some of which may be beyond our control, include:
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our quarterly or annual earnings, or those of other companies in our industry;
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actual or anticipated fluctuations in our operating results;
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changes in earnings estimated by securities analysts or our ability to meet those estimates;
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the operating and stock price performance of other comparable companies;
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changes to the regulatory and legal environment in which we operate;
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macroeconomic conditions, inflation, interest rates, fluctuating foreign currency exchange rates, slow economic growth, continuing supply chain
disruptions, and global conflicts, including the Russia-Ukraine war and the Israel-Hamas war;
◦
unusual events such as significant acquisitions by us and our competitors, divestitures, litigation, regulatory actions and other factors, including factors
unrelated to our operating performance;
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announcements by us or our competitors of new products or technological innovation;
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overall market fluctuations and domestic and worldwide economic conditions; and
◦
other factors described in these “Risk Factors” and elsewhere in this Annual Report.
Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market
fluctuations may adversely affect the trading price of our common stock. In the past, periods of volatility in the overall market and the market price of a company’s
securities have often been followed by securities litigation brought against these companies. Such litigation, if instituted against us, could result in substantial costs
and a diversion of our management’s attention and resources. In addition, as a result of this volatility, investors may not be able to sell their common stock at or
above the purchase price.
Certain provisions in our second amended and restated certificate of incorporation, as amended, our third amended and restated bylaws, the Indentures
governing the Notes, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of our common stock.
Our second amended and restated certificate of incorporation, as amended, and third amended and restated bylaws contain, and Delaware law contains, provisions
that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate with our board of directors
rather than to attempt an unsolicited takeover not approved by our board of directors. These provisions include, among others:
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the inability of our stockholders to call a special meeting;
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the inability of our stockholders to act by written consent;
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rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;
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the right of our board of directors to issue preferred stock without stockholder approval; and
◦
the ability of our directors, and not stockholders, to fill vacancies (including those resulting from an enlargement of our board of directors) on our board of
directors.
Additionally, certain provisions in the Notes and the Indentures governing the Notes could make a third party attempt to acquire us more difficult or expensive. For
example, if a takeover constitutes a fundamental change, then holders of the Notes will have the right to require us to repurchase their Notes for cash. In addition, if
a takeover constitutes a make-whole fundamental change, then we may be required to temporarily increase the conversion rate. In either case, and in other cases,
our obligations under the Notes and the Indentures could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing
incumbent management, including in a transaction that holders of our securities may view as favorable.
In addition, because we have not chosen to be exempt from Section 203 of the Delaware General Corporation Law (the “DGCL”), this provision could also delay
or prevent a change of control that you may favor. Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that
acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) shall not engage in any business combination with
that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an
interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes
of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are
also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or
subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of stockholders by the
affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder.
We believe these provisions will protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our
board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make us immune
from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an
acquisition that our board of directors determines is in the best interests of us and our stockholders. These provisions may also prevent or discourage attempts to
remove and replace incumbent directors.
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Our second amended and restated certificate of incorporation, as amended, designates the state courts in the State of Delaware or, if no state court located
within the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and
proceedings that may be initiated by our stockholders, which could discourage lawsuits against us and our directors, officers, employees and stockholders.
Our second amended and restated certificate of incorporation, as amended, provides that unless our board of directors otherwise determines, the state courts in the
State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, will be the sole and
exclusive forum for any derivative action or proceeding brought on behalf of us, any action asserting a claim of breach of a fiduciary duty owed by any of our
directors, officers, employees or stockholders to us or our stockholders, any action asserting a claim arising pursuant to any provision of the DGCL or our second
amended and restated certificate of incorporation, as amended, or third amended and restated bylaws, or any action asserting a claim governed by the internal
affairs doctrine. This provision would not apply to claims brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any
other claim for which the federal courts have exclusive jurisdiction.
In addition, our third amended and restated bylaws, provide that the federal district courts of the U.S. will be the exclusive forum for resolving any complaint
asserting a cause of action arising under the Securities Act of 1933, as amended, unless we consent in writing to the selection of an alternative forum.
These exclusive forum provisions may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes
with us or our directors or officers, which may discourage such lawsuits against us and our directors, officers, employees and stockholders.
Conversion of the Notes may dilute the ownership interest of our stockholders or may otherwise depress the prices of our common stock.
The conversion of some or all of the Notes may dilute the ownership interests of our stockholders. Upon conversion of the Notes, we have the option to pay or
deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock to satisfy any Notes conversion value in
excess of the principal amount. If we elect to settle the value in excess of the principal amount in shares of our common stock or a combination of cash and shares
of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our
common stock. In addition, the existence of the Notes may encourage short selling by market participants because the conversion of the Notes could be used to
satisfy short positions, or anticipated conversion of the Notes into shares of our common stock could depress the price of our common stock.
The issuance or sale of shares of our common stock, or rights to acquire shares of our common stock, could depress the trading price of our common stock
and the Notes.
We may conduct future offerings of our common stock, preferred stock or other securities that are convertible into or exercisable for our common stock to finance
our operations or fund acquisitions, or for other purposes. In addition, we have reserved 20,656,197 shares of common stock for the exercise of stock options or
vesting of restricted stock units. The Indentures for the Notes do not restrict our ability to issue additional equity securities in the future. If we issue additional
shares of our common stock or rights to acquire shares of our common stock, if any of our existing stockholders sells a substantial amount of our common stock, or
if the market perceives that such issuances or sales may occur, then the trading price of our common stock, and, accordingly, the Notes may significantly decline.
In addition, our issuance of additional shares of common stock will dilute the ownership interests of our existing common stockholders, including holders of Notes
who have received shares of our common stock upon conversion of their Notes.
42
General Risks
We have recognized substantial impairment charges for our goodwill and indefinite-lived intangible assets and may be required to recognize additional
impairment charges for such assets in the future.
As of December 31, 2024, the net carrying value of our goodwill and other intangible assets totaled approximately $2.9 billion. In accordance with generally
accepted accounting principles, we periodically assess these assets to determine if they are impaired. The valuation models used to determine the fair value of
goodwill or indefinite-lived intangible assets are dependent upon various assumptions and reflect management’s best estimates. We conducted a goodwill and an
intangibles impairment test during the second quarter of 2024 and recorded a pre-tax goodwill impairment charge of $960.5 million related to certain reporting
units and a pre-tax impairment charge related to certain trade names, developed technology and customer relationships for $193.3 million. We conducted our
annual goodwill and indefinite-lived intangibles impairment test during the fourth quarter of 2024 and did not identify any indicators of further impairment
charges. As the fair value of these reporting units and indefinite-lived intangible assets approximate carrying value as of December 31, 2024, any further decline in
key assumptions could result in additional impairment in future periods.
Significant negative industry or economic trends, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant changes
or planned changes in use of our assets, changes in the structure of our business, divestitures, market capitalization declines, or increases in associated discount
rates may further impair our goodwill and other intangible assets. Any additional charges relating to such impairments would adversely affect our results of
operations in the periods recognized.
Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could
significantly affect our financial results or financial condition.
Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of
matters that are relevant to our business, including but not limited to valuation of intangible assets and goodwill, and purchase price allocations related to business
combinations are highly complex and involve many subjective assumptions, estimates and judgments. Changes in these rules or their interpretation or changes in
underlying assumptions, estimates or judgments by management could significantly change or increase volatility of our reported or expected financial performance
or financial condition. Please refer to Note 2 to our Consolidated Financial Statements included in this Annual Report for additional information on our significant
accounting policies and underlying assumptions, estimates and judgments.
Foreign currency exchange rates may adversely affect our financial statements.
Sales and purchases in currencies other than the U.S. dollar expose us to fluctuations in foreign currencies relative to the U.S. dollar and, given our global
operations, may adversely affect our financial statements. Increased strength of the U.S. dollar increases the effective price of our products sold in U.S. dollars into
other countries, which may require us to lower our prices or adversely affect sales to the extent we do not increase local currency prices. Decreased strength of the
U.S. dollar could adversely affect the cost of materials, products and services we purchase overseas. Sales and expenses of our non-U.S. businesses are also
translated into U.S. dollars for reporting purposes and the strengthening or weakening of the U.S. dollar could result in unfavorable translation effects. In addition,
certain of our businesses may invoice customers in a currency other than the business’ functional currency, and movements in the invoiced currency relative to the
functional currency could also result in unfavorable translation effects. We also face exchange rate risk from our investments in subsidiaries owned and operated in
foreign countries.
Changes in tax law relating to multinational corporations could adversely affect our tax position.
The U.S. Congress, government agencies in non-U.S. jurisdictions where we and our affiliates do business, and the Organisation for Economic Co-operation and
Development (“OECD”) have recently focused on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and
profit shifting,” where profits are claimed to be earned for tax purposes in low-tax jurisdictions, or payments are made between affiliates from a jurisdiction with
high tax rates to a jurisdiction with lower tax rates. The OECD has released several components of its comprehensive plan to create an agreed set of international
rules for addressing base erosion and profit shifting. As a result, the tax laws in the U.S. and other countries in which we do business could change on a prospective
or retroactive basis, and any such changes could adversely affect our business and financial statements.
43
We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that could adversely affect our business and
financial statements.
We are or could be subject to a variety of litigation and other legal and regulatory proceedings incidental to our business (or the business operations of previously-
owned or subsequently-purchased entities), including claims or counterclaims for damages arising out of the use of products or services and claims relating to
intellectual property matters, employment matters, tax matters, commercial disputes, breach of contract claims, competition and sales and trading practices,
environmental matters, personal injury, insurance coverage, acquisition-related matters and general statutory claims or other claims pursuant to law, as well as
regulatory or judicial subpoenas, requests for information, investigations and enforcement. We may also become involved in lawsuits as a result of past or future
acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, businesses acquired or divested by
us or our predecessors. The types of claims made in lawsuits may include claims for compensatory damages, incidental damages, consequential damages, and
punitive damages (and in some types of cases, treble damages) and/or injunctive relief. The pursuit or defense of these lawsuits may divert our management’s
attention, we may incur significant expenses in pursuing or defending these lawsuits, and we may be required to pay damage awards or settlements or become
subject to equitable remedies that could adversely affect our operations and financial statements. Moreover, any insurance or indemnification rights that we may
have may be insufficient or unavailable to protect us against such losses. In addition, developments in proceedings in any given period may require us to adjust the
loss contingency estimates that we have recorded in our financial statements, record estimates for liabilities or assets previously not susceptible of reasonable
estimates or pay cash settlements or judgments. Any of these developments could adversely affect our financial statements in any particular period. We cannot
assure you that our liabilities in connection with litigation and other legal and regulatory proceedings will not exceed our estimates or adversely affect our financial
statements and business.
Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and results of operations.
Certain of our U.S. and non-U.S. employees are subject to collective labor arrangements. We are subject to potential work stoppages, union and works council
campaigns and other labor disputes, any of which could adversely impact our financial statements and business, including our productivity and reputation.
44
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
We are committed to taking action to protect our information assets and systems. We have an enterprise-wide information security program designed to identify,
protect against, detect, and respond to and manage reasonably foreseeable cybersecurity risks and threats, including those associated with our use of third-party
service providers. We have installed privacy/security protection systems and devices on our network in an attempt to prevent cyberthreats and other unauthorized
access to information. Additionally, we conduct security risk assessments prior to engaging third party suppliers and other vendors and business partners to validate
that they maintain appropriate safeguards to protect our and their information systems in connection with services they provide. This risk assessment is heightened
with respect to vendors or business partners that have access to our critical systems and information.
We have adopted an Information Security Policy applicable to all of our employees and business partners. We provide security awareness education and training
for our employees annually, conduct regular internal “phishing” testing and mandatory training for “clickers,” and publish internal alerts to highlight any emerging
or urgent security threats. We also maintain a Global Security Incident Response Plan (“GSIRP”) to guide our response in the event of a cyberattack or other form
of network penetration. Our GSIRP is a cross functional plan that documents the details and decision-making processes required during a response to a security
incident, as well as the reporting protocol with escalation timelines and responsibilities. We test our GSIRP with tabletop exercises administered by a third party
security consultant. We leverage the standards set by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework as well as industry
best practices to measure our security posture and manage risk. We also maintain cyber liability insurance to help mitigate potential liabilities resulting from cyber
issues, although our insurer may deny coverage for a future claim or our insurance coverage may be insufficient to cover all losses from a cyberattack.
We evaluate and manage risks relating to cybersecurity as part of our overall enterprise risk management program. We perform an annual assessment across the
Company to identify and review potential risks. Risks are prioritized based on threat models to improve cybersecurity throughout the Company.
Cybersecurity Governance
Our Senior Director of Information Security reports to our Chief Information Officer and is responsible for leading our enterprise-wide information security team.
The team focuses on developing and implementing strategies, processes and response plans to protect the confidentiality, integrity, and availability of our assets.
Our Senior Director of Information Security has prior experience as a chief information security officer and over 25 years of experience in Technology and
Security. Our security team also includes members who maintain industry security certificates. Our team is additionally supported by third parties to assist in the
operations of our program, compliance audits and security penetration testing.
Our Board of Directors oversees our enterprise risk management program. The Audit Committee of our Board of Directors has the responsibility of exercising
oversight with respect to our cybersecurity risk management and risk controls. Our Chief Information Officer provides periodic reports to the Audit Committee
regarding our cybersecurity program, including our information risk management and oversight, security education and training, cyber threat detection and
response processes, and relevant internal and industry cybersecurity attacks. The Board also receives a report out on cybersecurity issues and governance at least
annually, with periodic updates as needed. Board members receive periodic presentations on cybersecurity topics from our Chief Information Officer and external
experts as part of the Board’s continuing education on topics that impact public companies.
45
Material Cybersecurity Risks, Threats, and Incidents
Like most multinational corporations, our information technology systems have been subject to computer viruses, malicious codes, unauthorized access and other
cyberattacks, and we expect the sophistication and frequency of such attacks to continue to increase. For example, during the second half of 2023, one of our
largest distributors experienced a cybersecurity incident which impacted their ability to place orders and consequently impacted the timing of orders received. This
incident, however, as well as other cyberattacks to date, did not have a material impact on our business strategy, results of operations or financial condition. There
can be no assurance that future incidents will not materially affect us, including our business strategy, results of operations or financial condition. Please refer to
“Item 1A. Risk Factors—Risks Related to Our Business” for further detail about the material cybersecurity risks we face.
ITEM 2. PROPERTIES
Our corporate headquarters are located in Brea, California in a facility that we lease. As of December 31, 2024, our facilities included approximately 32 significant
office, research and development, manufacturing and distribution facilities. Thirteen of these facilities are located in the U.S. in six states and 19 are located
outside the U.S. in 13 other countries, primarily in Europe and to a lesser extent in Asia, the rest of North America, Latin America and the Middle East. These
facilities cover approximately 2.5 million square feet, of which approximately 0.5 million square feet are owned and approximately 2.0 million square feet are
leased. Particularly outside the U.S., facilities often serve more than one business segment and may be used for multiple purposes, such as administration, sales,
manufacturing, warehousing and/or distribution.
We consider our facilities suitable and adequate for the purposes for which they are used and do not anticipate difficulty in renewing existing leases as they expire
or in finding alternative facilities. We believe our properties and equipment have been well-maintained. Please refer to Note 8 to our Consolidated Financial
Statements for additional information with respect to our lease commitments.
ITEM 3. LEGAL PROCEEDINGS
We are, from time to time, subject to a variety of litigation and other legal and regulatory proceedings and claims incidental to our business. Based upon our
experience, current information and applicable law, we do not believe that these proceedings and claims will have a material effect on our financial position, results
of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar
matters, if unfavorable, may be materially adverse to our financial position, results of operations or cash flows. For additional information, please see Note 15 to
our Consolidated Financial Statements.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
46
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Information with Respect to our Common Stock
Our common stock is listed on the New York Stock Exchange, or NYSE, and trades under the symbol “NVST.”
The number of holders of record of our common stock as of February 7, 2025 was 18. This number of holders of record does not represent the actual number of
beneficial owners of our common stock because shares are frequently held in “street name” by securities dealers and others for the benefit of individual owners
who have the right to vote their shares.
Performance Graph
The following performance graph and related information shall not be deemed “soliciting material” or “filed” with the Securities and Exchange Commission, nor
shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Exchange Act, each as amended, except to the
extent that we specifically incorporate it by reference into such filing.
The following graph shows a comparison of cumulative total stockholder return, calculated on a dividend-reinvested basis, for the Company, the S&P 500 Index
and the S&P Health Care Index from December 31, 2019 through December 31, 2024. The graph assumes $100 was invested in each of our common stock, the
S&P 500 Index, and the S&P Health Care Index as of the market close on December 31, 2019. The S&P 500 Stock Index and the S&P Health Care Index are
included for comparative purposes only. They do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative
performance of the stock involved, and they are not intended to forecast or be indicative of possible future performance of our common stock. Note that historic
stock price performance is not necessarily indicative of future stock price performance.
Performance Graph Table
December 31,
2019
2020
2021
2022
2023
2024
Envista Holdings
Corporation
$
100 $
114 $
152 $
114 $
81 $
65
S&P 500 Index
$
100 $
118 $
152 $
125 $
158 $
197
S&P 500 Health Care Index
$
100 $
111 $
138 $
133 $
134 $
135
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Dividend Policy
We have no present intention to pay cash dividends on our common stock. Any determination to pay dividends to holders of our common stock will be at the
discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings,
legal requirements, restrictions in the agreements governing our existing indebtedness and any other indebtedness we may enter into and other factors that our
board of directors deems relevant.
ITEM 6. [Reserved]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
Management’s Discussion and Analysis of Financial Condition and Results of Operations of our business is designed to provide a reader of our financial
statements with a narrative from the perspective of management. You should read the following discussion in conjunction with the sections entitled “Envista
Holdings Corporation Audited Consolidated Financial Statements” included in this Annual Report on Form 10-K. This section of the Form 10-K generally
discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussion of 2022 items and year-to-year comparisons between 2023 and
2022 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part
II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Management’s Discussion and Analysis of Financial Condition and Results of Operations is divided into six sections:
◦
Overview
◦
Results of Operations
◦
Liquidity and Capital Resources
◦
Qualitative and Quantitative Disclosures About Market Risk
◦
Critical Accounting Estimates
◦
New Accounting Standards
OVERVIEW
General
We provide products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, as well as to improve the aesthetics
of the human smile. We help our customers deliver the best possible patient care through industry-leading dental consumables, solutions, technologies, and
services. With leading brand names, innovative technology and strong market positions, we are a leading worldwide provider of a broad range of solutions to
support implant-based tooth replacements, orthodontic treatments, and diagnostic solutions, as well as general dental consumable products, equipment and
services, and are dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity. Our research
and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 30 countries across North America, Asia,
Europe, the Middle East and Latin America.
During 2024, 52% of our sales were derived from customers outside the United States. As a global provider of dental consumable products, equipment and
services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the broad range of dental products,
software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook. Our individual
businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.
As a result of our geographic and product line diversity, we face a variety of opportunities and challenges, including rapid technological development in most of
our served markets, the expansion and evolution of opportunities in emerging markets, trends and costs associated with a global labor force, consolidation of our
competitors and increasing regulation. We operate in a highly competitive business environment in most markets, and our long-term growth and profitability will
depend in particular on our ability to expand our business in emerging geographies and emerging market segments, identify, consummate and integrate appropriate
acquisitions, develop innovative and differentiated new products and services, expand and improve the effectiveness of our sales force, continue to reduce costs
and improve operating efficiency and quality and effectively address the demands of an increasingly regulated global environment. We are making significant
investments to address the rapid pace of technological change in our served markets and to globalize our manufacturing, research and development and customer-
facing resources (particularly in emerging markets and our dental implant business) in order to be responsive to our customers throughout the world and improve
the efficiency of our operations.
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Key Trends and Conditions Affecting Our Results of Operations
General Economic Conditions
In addition to industry-specific factors, we, like other businesses, face challenges related to global economic conditions, including sustained inflation, increases in
interest rates, fluctuating foreign currency exchange rates, slower economic growth, customer channel inventory realignment and continuing supply chain
disruptions. Dental costs are largely out-of-pocket for the consumer and thus utilization rates can vary significantly depending on economic growth. While many of
our products are considered necessary by patients regardless of the economic environment, certain products and services that support discretionary dental
procedures may be more susceptible to changes in economic conditions.
Foreign Exchange Rates
Significant portions of our sales and costs are exposed to changes in foreign exchange rates. During the year ended December 31, 2024, our products were sold in
more than 130 countries and 52% of our sales were to customers outside of the United States. We seek to manage our foreign exchange risk, in part, through our
operations, including managing same-currency sales in relation to same-currency costs and same-currency assets in relation to same-currency liabilities. As our
operations use multiple foreign currencies, including the euro, British pound, Brazilian real, Australian dollar, Japanese yen, Canadian dollar and Chinese yuan,
changes in those currencies relative to the U.S. dollar will impact our sales, cost of sales and expenses, and consequently, net income. Exchange rate fluctuations in
emerging markets may also directly affect our customers’ ability to buy our products in these geographic markets.
On a year-over-year basis, currency exchange rates negatively impacted reported sales by 0.7% for the year ended December 31, 2024 compared to 2023, primarily
due to the strengthening of the U.S. dollar against most major currencies. Any future strengthening of the U.S. dollar against major currencies would adversely
impact our sales and results of operations and any weakening of the U.S. dollar against major currencies would positively impact our sales and results of
operations.
Pricing Controls
Certain countries, as well as some private payors, also control the price of health care products, directly or indirectly, through reimbursement, payment, pricing or
coverage limitations, tying reimbursement to outcomes or (in the case of governmental entities) compulsory licensing. For example, China has implemented
volume-based procurement (“VBP”) policies, a series of centralized reforms instituted in China on both a national and regional basis that has resulted in significant
price cuts for medical and dental consumable products.
Industry Trends
We operate in the large and growing global dental products industry. We believe growth in the global dental industry will be driven by:
◦
an aging population;
◦
the current under penetration of dental procedures, especially in emerging markets;
◦
improving access to complex procedures due to increasing technological innovation;
◦
an increasing demand for cosmetic dentistry; and
◦
the growth of DSOs, which are expected to drive increasing penetration of, and access to, dental care globally.
Product Development, New Product Launches and Commercial Investment
A key element of our targeted value creation strategy is to drive growth through portfolio development and product innovation. Our future growth and success
depend on both our pipeline of new products and technologies, including new products and technologies that we may obtain through license or acquisition, and the
expansion of the use of our existing products and technologies. We believe we are a leader in dental R&D, with a track record of product innovation, business
development and commercialization.
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We continue transforming our portfolio by investing in our Implant-Based Tooth Replacement and Orthodontic Solutions businesses and also making investments
in emerging markets, critical to our growth strategy. The cost reduction initiatives we have taken and will continue to undertake in the future allow us to further
invest in this growth strategy, which in turn we believe should improve our margins.
Our continued investment in Spark, our clear aligner system, has led to increased manufacturing capacity and continues to gain market adoption as orthodontists
and their patients see the benefits of the clear, stain resistant and comfortable design. We believe that Spark will provide growth opportunities for our Orthodontic
Solutions business over the next several years.
Manufacturing and Supply
In order to sell our products, we must be able to reliably produce and ship our products in sufficient quantities. Many of our products involve complex
manufacturing processes and are produced at one or a limited number of manufacturing sites.
Minor deviations in our manufacturing or logistical processes, unpredictability of a product’s regulatory or commercial success or failure, the lead time necessary
to construct highly technical and complex manufacturing sites and shifting customer demand increase the potential for capacity imbalances. For a discussion of
risks relating to our manufacturing process, refer to “Item 1A. Risk Factors—Risks Related to Our Business.”
Russia-Ukraine Conflict
Russia’s invasion of Ukraine and the global response to this invasion, including sanctions imposed by the U.S. and other countries, could have an adverse impact
on our business, including our ability to market and sell products in the affected regions, potentially heightening our risk of cyber security attacks, impacting our
ability to enforce our intellectual property rights in Russia, creating disruptions in the global supply chain, and potentially having an adverse impact on the global
economy, financial markets, energy markets, currency rates and otherwise. While we are experiencing volatility in sales from this region, Russia’s invasion of
Ukraine did not have a material impact on our overall financial position or results of operations as of and for the years ended December 31, 2024 and 2023.
Israel-Hamas War and Related Conflict
In response to the attacks in Israel and the related hostilities and despite the recent ceasefire agreement and hostage deal, we continue to monitor the social,
political, and economic environment in Israel and in the region for any impact to our operations. We maintain a production facility in Israel related to our Alpha-
Bio Tech Implant brand. While we have experienced some volatility in the region, the Israel-Hamas War and related hostilities have not had a material impact on
our business.
Trade Policies and Regulations
Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and
informal measures that could make it more difficult to sell our products in, or restrict our access to, some markets. In particular, trade tensions between the U.S.
and China have led to increased tariffs and trade restrictions. In addition, the U.S. has recently implemented new tariffs on China and proposed to significantly
increase tariffs on foreign imports into the U.S. from other countries, particularly from Canada and Mexico. It is difficult to predict what further trade-related
actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice. Existing and
future tariffs may have a material adverse effect on our business and results of operations.
Assumptions Related To Aligner Treatment Plans
Our aligner business, included in the Specialty Products & Technologies segment, enters into revenue contracts that involve multiple future performance
obligations which include optional aligners at no additional charge. Our treatment plans are comprised of the following performance obligations: initial aligner
shipment and the subsequent shipments of any optional refinement aligners. For such plans, we also consider usage rates, which is the number of times a customer
is expected to order additional refinement aligners. This usage rate is the basis for estimating the amount of transaction price to allocate to future performance
obligations.
51
We continually review and update the usage rate and other related assumptions. As part of this review throughout 2024, we updated our assumptions based on our
evaluation of current inputs and historical usage data. This evaluation resulted in certain changes, including an increase in the aggregate amount of transaction
price allocated to future performance obligations for new treatment plans entered into during the year, which impacted the timing of revenue recognition. Future
changes to usage rates and related assumptions may impact the pattern of revenue recognition for future treatment plans. The process of estimating the number of
times a clear aligner customer is expected to order additional aligners after the initial aligner shipment requires judgment and evaluation of inputs, including
historical usage data in order to predict future usage patterns.
Components of Sales and Costs and Expenses
Sales
Our sales are primarily derived from the sale of dental consumable products, equipment and services to third-party distributors and end-users. For additional
information regarding our products, including descriptions of our products, refer to “Item 1. Business—Business Segments.”
Costs and Expenses and Other
Cost of sales consists primarily of cost of materials, facilities and other infrastructure used to manufacture our products and shipping and handling costs
attributable to delivering our products to our customers. Also included in cost of sales are productivity improvement and restructuring expenses related to our
manufacturing operations.
Selling, general and administrative (“SG&A”) expenses consist of, among other things, the costs of selling, marketing, promotion, advertising and administration
(including business technology, facilities, legal, finance, human resources, business development and procurement) and amortization expense for intangible assets
that have been acquired through business combinations. Also included are productivity improvement and restructuring expenses related to our SG&A.
R&D expenses consist of project costs specific to new product R&D and product lifecycle management, overhead costs associated with R&D operations,
regulatory costs, product registrations and investments that support local market clinical trials for approved indications.
Nonoperating income (expense) consists of the non-service cost components of net periodic benefit costs (which include interest costs, expected return on plan
assets, amortization of prior service cost or credits and actuarial gains and losses), net gains or losses on equity investments, inducement charges related to
convertible debt exchanges, and interest expense, net.
Business Performance
During the year ended December 31, 2024, our sales decreased 2.2%, while core sales decreased 1.5% as compared to the comparable period of 2023. The impact
of foreign currency exchange rates reduced sales in the year ended December 31, 2024, by 0.7% compared to the comparable period of 2023.
Acquisitions and Divestitures
Our growth strategy contemplates future acquisitions and we continually evaluate potential acquisitions that either strategically fit with our existing portfolio or
expand our portfolio into new and attractive business areas. Our operations and results can be affected by the rate and extent to which appropriate acquisition
opportunities are available, acquired businesses are effectively integrated and anticipated synergies or cost savings are achieved.
Non-GAAP Measures
In order to establish period-to-period comparability, we include the non-GAAP measure of core sales in this report. References to the non-GAAP measure of core
sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales calculated according to GAAP, but excluding:
•
sales from acquired businesses for one year from the acquisition date;
•
sales from discontinued products; and
•
the impact of currency translation.
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We exclude sales from acquired businesses in order to provide accurate year over year comparisons. Sales from discontinued products includes major brands or
major products that we have made the decision to discontinue as part of a portfolio restructuring. Discontinued brands or products consist of those which we (1) are
no longer manufacturing, (2) are no longer investing in the research or development of, and (3) expect to discontinue all significant sales of within one year from
the decision date to discontinue. The portion of sales attributable to discontinued brands or products is calculated as the net decline of the applicable discontinued
brand or product from period-to-period. We exclude sales from discontinued products because discontinued products do not have a continuing contribution to
operations and management believes that excluding such items provides investors with a means of evaluating our on-going operations and facilitates comparisons
to our peers.
The portion of sales attributable to currency translation is calculated as the difference between:
•
the period-to-period change in sales; and
•
the period-to-period change in sales after applying current period foreign exchange rates to the prior year period.
Core sales growth should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures
reported by other companies. We believe that reporting the non-GAAP financial measure of core sales growth provides useful information to investors by helping
identify underlying growth trends in our on-going business and facilitating comparisons of our sales performance with our performance in prior and future periods
and to our peers. We also use core sales growth to measure our operating and financial performance. We exclude the effect of currency translation from core sales
because currency translation is not under our control, is subject to volatility and can obscure underlying business trends.
RESULTS OF OPERATIONS
The following discussion and analysis of our consolidated statements of earnings should be read along with our Consolidated Financial Statements included
elsewhere in this Annual Report on Form 10-K. Unless otherwise indicated, all financial data in this Annual Report on Form 10-K refer to continuing operations
only. For more information on the consolidated basis of preparation, see Note 1 to our Consolidated Financial Statements elsewhere in this Annual Report on Form
10-K.
Years Ended December 31,
% Change
% Change
($ in millions)
2024
2023
2022
2024/2023
2023/2022
Sales
$
2,510.6
100.0%
$
2,566.5
100.0%
$
2,569.1
100.0%
(2.2)%
(0.1)%
Cost of sales
1,137.9
45.3%
1,126.0
43.9%
1,094.3
42.6%
1.1 %
2.9 %
Gross profit
1,372.7
54.7%
1,440.5
56.1%
1,474.8
57.4%
(4.7)%
(2.3)%
Operating costs:
SG&A expenses
1,158.0
46.1%
1,056.9
41.2%
1,055.5
41.1%
9.6 %
0.1 %
R&D expenses
99.1
3.9%
93.8
3.7%
100.1
3.9%
5.7 %
(6.3)%
Goodwill and intangible asset impairment
1,153.8
46.0%
258.3
10.1%
—
—%
NM
NM
Operating (loss) profit
(1,038.2)
(41.4)%
31.5
1.2%
319.2
12.4%
NM
(90.1)%
Nonoperating (expense) income:
Other (expense) income, net
(0.1)
—%
(23.0)
(0.9)%
3.1
0.1%
(99.6)%
NM
Interest expense, net
(46.4)
(1.8)%
(63.4)
(2.5)%
(38.4)
(1.5)%
(26.8)%
65.1 %
(Loss) income before income taxes
(1,084.7)
(43.2)%
(54.9)
(2.1)%
283.9
11.1%
NM
(119.3)%
Income tax expense
33.9
1.4%
45.3
1.8%
45.9
1.8%
(25.2)%
(1.3)%
(Loss) income from continuing operations
(1,118.6)
(44.6)%
(100.2)
(3.9)%
238.0
9.3%
NM
(142.1)%
Income from discontinued operations, net
of tax
—
—%
—
—%
5.1
0.2%
— %
(100.0)%
Net (loss) income
$
(1,118.6)
(44.6)%
$
(100.2)
(3.9)%
$
243.1
9.5%
NM
(141.2)%
Effective tax rate
(3.1)%
(82.5)%
16.2 %
NM - Non-meaningful percentage change related to year-to-year comparisons
53
Business Segments
Sales by business segment were as follows ($ in millions):
For the Years Ended December 31,
2024
2023
2022
Specialty Products & Technologies
$
1,616.4
$
1,642.4
$
1,598.6
Equipment & Consumables
894.2
924.1
970.5
Total
$
2,510.6
$
2,566.5
$
2,569.1
GAAP Reconciliation
Sales and Core Sales Growth
2023 vs. 2024
2023 vs. 2022
Total sales growth (GAAP)
(2.2)%
(0.1)%
Less the impact of:
Acquisitions
— %
(1.2)%
Currency exchange rates
0.7 %
0.9 %
Core sales growth (non-GAAP)
(1.5)%
(0.4)%
Sales and core sales growth for the year ended December 31, 2024 decreased 2.2% and 1.5%, respectively, compared to the comparable period in 2023. The
decrease in sales volume was primarily driven by channel inventory realignment, and changes to revenue deferral related to our aligner treatment plans which
negatively impacted sales by 2.2% on a period-over-period basis, partially offset by an increase in sales price of 0.7%. Geographically, sales volume was
negatively impacted by lower demand in Europe, China and North America, partially offset by strong demand in Russia.
COST OF SALES AND GROSS PROFIT MARGIN
For the Years Ended December 31,
($ in millions)
2024
2023
2022
Cost of sales
$
1,137.9
$
1,126.0
$
1,094.3
Gross profit margin
54.7 %
56.1 %
57.4 %
The increase in cost of sales and decrease in gross profit margin during the year ended December 31, 2024, as compared to the comparable period in 2023, was
primarily driven by unfavorable product mix, the impairment of certain long-lived assets and lower period-over-period savings associated with productivity
improvements. The decrease in gross profit margin percentage was further impacted by lower volume driven by channel inventory realignment, and changes to
revenue deferral related to our clear aligner treatment plans, partially offset by a 0.7% increase in sales price.
OPERATING EXPENSES
For the Years Ended December 31,
($ in millions)
2024
2023
2022
Selling, general and administrative expenses
$
1,158.0
$
1,056.9
$
1,055.5
Research and development expenses
$
99.1
$
93.8
$
100.1
Goodwill and intangible asset impairment
$
1,153.8
$
258.3
$
—
SG&A as a % of sales
46.1 %
41.2 %
41.1 %
R&D as a % of sales
3.9 %
3.7 %
3.9 %
54
The increase in SG&A expenses as a percentage of sales for the year ended December 31, 2024, as compared to the comparable period of 2023, was primarily due
to higher sales and marketing investments, increased compensation, increased bad debt, higher restructuring costs, and higher legal settlement costs, partially offset
by a decrease in amortization of intangible assets.
R&D expenses as a percentage of sales for the year ended December 31, 2024, was consistent with the comparable period in 2023.
Goodwill and intangible asset impairment for the year ended December 31, 2024 of $1,153.8 million consisted of a $960.5 million goodwill charge and a $193.3
million intangible asset charge. Approximately $707.8 million of the goodwill impairment charge related to our Specialty Products & Technologies segment and
$252.7 million related to our Equipment & Consumables segment. The reduction in value was primarily due to adverse macroeconomic factors such as, higher cost
of borrowing and inflationary pressures, geopolitical factors and weakened global demand which contributed to reduced expectations of future cash flows and a
sustained suppressed stock price.
The intangible asset impairment charges consisted of $101.1 million related to certain indefinite-lived trade names within the Specialty Products & Technologies
segment and $92.2 million which consisted of certain finite-lived patents and technology and customer relationships within the Equipment & Consumables
segment and was primarily due to a reduction in projected cash flows discussed above.
Goodwill and intangible asset impairment for the year ended December 31, 2023 consisted of a $212.3 million goodwill charge and a $46.0 million intangible asset
charge. Approximately $134.5 million of the goodwill impairment charge related to our Specialty Products & Technologies segment and $77.8 million related to
our Equipment & Consumables segment. The reduction in value was primarily due to significant increases in discount rates utilized in valuing these reporting
units, adverse macroeconomic factors such as higher cost of borrowing and inflationary pressures, geopolitical factors, and lower forecast of operating results
which contributed to reduced expectation of future cash flows. The intangible asset impairment charge related to certain indefinite-lived trade names within the
Specialty Products & Technologies segment. The reduction in the intangible value was primarily due to higher discount rates and reduction in projected cash flows
as discussed above.
OTHER (EXPENSE) INCOME, NET
Other (expense) income, net for the year ended December 31, 2024 consists primarily of net losses on investments, offset by net periodic benefit costs. Other
expenses, net for the year ended December 31, 2023 consists primarily of $29.0 million of inducement and other expenses associated with the Notes Exchanges,
offset by a $3.6 million net gain on investments.
INTEREST COSTS AND FINANCING
Interest costs were $46.4 million and $63.4 million for the years ended December 31, 2024 and 2023, respectively. The decrease in interest expense for the year
ended December 31, 2024 as compared to the comparable period of 2023 was primarily due to higher returns on cash and cash equivalents and lower variable rate
term borrowings and interest rates.
For a discussion of our outstanding indebtedness, refer to Note 16 to our Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K.
INCOME TAXES
For the Years Ended December 31,
2024
2023
2022
Effective tax rate
(3.1)%
(82.5)%
16.2 %
Our effective tax rate for the year ended December 31, 2024 was (3.1)% compared to (82.5)% in 2023. The change in the effective rate was primarily due to larger
nondeductible impairment charges for goodwill in the current year compared to the prior year.
55
SPECIALTY PRODUCTS & TECHNOLOGIES
Our Specialty Products & Technologies segment primarily develops, manufactures and markets dental implant systems, including regenerative products, dental
prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products.
Specialty Products & Technologies Selected Financial Data
For the Years Ended December 31,
($ in millions)
2024
2023
2022
Sales
$
1,616.4
$
1,642.4
$
1,598.6
Operating profit
89.9
232.1
268.6
Operating profit as a % of sales
5.6 %
14.1 %
16.8 %
GAAP Reconciliation
Sales and Core Sales Growth
2024 vs. 2023
2023 vs. 2022
Total sales growth (GAAP)
(1.6)%
2.7 %
Less the impact of:
Acquisitions
— %
(1.1)%
Currency exchange rates
0.7 %
1.3 %
Core sales growth (non-GAAP)
(0.9)%
2.9 %
Sales
Sales and core sales growth for the year ended December 31, 2024 decreased 1.6% and 0.9%, respectively, compared to the comparable period in 2023. The
decrease in sales and core sales was primarily due to changes to revenue deferral related to our clear aligner treatment plans on a period-over-period basis. Sales
volume and price also declined by 0.7% and 0.2%, respectively, compared to the comparable period in 2023.
Geographically, sales for the year ended December 31, 2024 decreased primarily due to lower demand in North America and Europe, partially offset by Russia.
Operating Profit
Operating profit margin was 5.6% for the year ended December 31, 2024, as compared to an operating profit margin of 14.1% for the comparable period of 2023.
The decrease in operating profit margin was primarily due to lower sales, including the impact from changes to the revenue deferral related to our clear aligner
treatment plans, the impairment of certain long-lived assets, unfavorable product mix, lower period-over-period savings associated with productivity
improvements, higher bad debt costs, and our investment in our long-term growth initiatives.
EQUIPMENT & CONSUMABLES
Our Equipment & Consumables segment primarily develops, manufactures and markets dental equipment and supplies used in dental offices, including digital
imaging systems, software and other visualization/magnification systems; endodontic systems and related consumable products; restorative materials and
instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.
56
Equipment & Consumables Selected Financial Data
For the Year Ended December 31,
($ in millions)
2024
2023
2022
Sales
$
894.2
$
924.1
$
970.5
Operating profit
152.3
156.3
172.4
Operating profit as a % of sales
17.0 %
16.9 %
17.8 %
GAAP Reconciliation
Sales and Core Sales Growth
2024 vs. 2023
2023 vs. 2022
Total sales growth (GAAP)
(3.2)%
(4.8)%
Less the impact of:
Acquisitions
— %
(1.5)%
Currency exchange rates
0.6 %
0.4 %
Core sales growth (non-GAAP)
(2.6)%
(5.9)%
Sales
Sales and core sales growth for the year ended December 31, 2024 decreased 3.2% and 2.6%, respectively, compared to the comparable period in 2023. A decrease
in sales volume driven by channel inventory realignment negatively impacted sales by 4.8% on a period-over-period basis, partially offset by an increase in sales
price of 2.2%. Geographically, sales for the year ended December 31, 2024 decreased primarily due to lower demand from Europe and China, partially offset by
Russia and North America.
Operating Profit
Operating profit margin was 17.0% for the year ended December 31, 2024, as compared to an operating profit margin of 16.9% for the comparable period of 2023.
The increase in operating profit margin was primarily due to an increase in sales price and a decrease in amortization of intangibles, partially offset by a decrease in
sales volume driven by channel inventory realignment and unfavorable product mix.
LIQUIDITY AND CAPITAL RESOURCES
We assess our liquidity in terms of our ability to generate cash to fund our operating and investing activities. We continue to generate substantial cash from
operating activities and believe that our operating cash flow and other sources of liquidity are sufficient to allow us to manage our capital structure on a short-term
and long-term basis and continue investing in existing businesses and consummating strategic acquisitions.
57
Following is an overview of our cash flows and liquidity, which includes the cash flows of the KaVo Treatment Unit and Instrument Business for the year ended
December 31, 2022 as discussed in Note 3 to our Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K:
Overview of Cash Flows and Liquidity
Year Ended December 31,
($ in millions)
2024
2023
2022
Net cash provided by operating activities
$
336.5 $
275.7
$
182.7
Payments for additions to property, plant and equipment
$
(33.8) $
(58.2)
$
(75.7)
Purchases of investments held in rabbi trust
(32.8)
—
—
Proceeds from sale of investments held in rabbi trust
9.3
—
—
Proceeds from sales of property, plant and equipment
0.1
6.1
3.3
Proceeds from sale of equity investment
0.4
10.7
—
Acquisitions, net of cash acquired
—
—
(696.2)
Proceeds from sale of KaVo Treatment Unit and Instrument Business
—
—
73.9
Proceeds from the settlement of derivative financial instruments
2.5
1.6
56.0
All other investing activities
(0.3)
(22.6)
(18.6)
Net cash used in investing activities
$
(54.6) $
(62.4)
$
(657.3)
Proceeds from stock option exercises
$
2.4 $
11.3
$
21.8
Tax withholding payment related to net settlement of equity awards
(5.3)
(7.9)
(9.1)
Proceeds from issuance of convertible notes due 2028
—
500.2
—
Debt issuance costs related to issuance of convertible notes due 2028
—
(13.8)
—
Principal paid related to exchange of convertible notes due 2025
—
(401.2)
—
Proceeds from borrowing
—
323.5
0.3
Repayments of borrowing
(100.0)
(288.8)
(0.5)
Debt issuance costs related to other borrowings
—
(4.5)
—
Proceeds from revolving line of credit
—
—
124.0
Repayment of revolving line of credit
—
—
(124.0)
All other financing activities
(0.8)
0.1
—
Net cash (used in) provided by financing activities
$
(103.7) $
118.9
$
12.5
Operating Activities
Cash flows from operating activities can fluctuate significantly from period-to-period due to working capital needs and the timing of payments for income taxes,
restructuring activities, pension funding and other items impacting cash flows.
Net cash provided by operating activities was $336.5 million during the year ended December 31, 2024, as compared to net cash provided by operating activities of
$275.7 million in 2023. The increase is primarily due to better overall working capital management and tax payments.
Investing Activities
Cash flows relating to investing activities consist primarily of cash used for capital expenditures and acquisitions. Capital expenditures are made primarily for
increasing capacity, replacing equipment, supporting new product development and improving information technology systems.
58
Net cash used in investing activities was $54.6 million during the year ended December 31, 2024, as compared to net cash used in investing activities of $62.4
million for the comparable period in 2023. The decrease is primarily due to lower net payments for purchases of property, plant and equipment, partially offset by
the net purchases of investments held in a rabbi trust combined with the absence of proceeds for the sale of an equity investment in the prior year.
Financing Activities
Cash flow relating to financing activities consist primarily of cash flows associated with debt borrowings and the issuance of common stock.
Net cash used in financing activities was $103.7 million during the year ended December 31, 2024, compared to net cash provided by financing activities of $118.9
million for the comparable period of 2023 and was primarily due to a repayment of $100.0 million of the 2028 Term Loan during 2024 compared to net borrowings
during 2023.
For a description of our outstanding debt as of December 31, 2024, refer to Note 16 to our Consolidated Financial Statements in this Annual Report on Form 10-K.
We intend to satisfy any short-term liquidity needs that are not met through operating cash flow and available cash primarily through our revolving credit facility.
As of December 31, 2024, we had no borrowings outstanding under the revolving credit facility and we had the ability to incur an additional $750.0 million of
indebtedness in direct borrowings under the revolving credit facility. As of December 31, 2024, we were in compliance with all of our debt covenants.
Cash and Cash Requirements
As of December 31, 2024, $1,069.1 million of cash and cash equivalents were held on deposit with financial institutions. Of this amount, $218.3 million was held
within the United States and $850.8 million was held outside of the United States. We will continue to have cash requirements to support working capital needs,
capital expenditures and acquisitions, pay interest and service debt, pay taxes and any related interest or penalties and fund our restructuring activities as required
and support other business needs. We generally intend to use available cash and internally generated funds to meet these cash requirements, but in the event that
additional liquidity is required, particularly in connection with acquisitions, we may need to enter into new credit facilities or access the capital markets. We may
also access the capital markets from time to time to take advantage of favorable interest rate environments or other market conditions. However, there is no
guarantee that we will be able to obtain alternative sources of financing on commercially reasonable terms or at all. See “Item 1A. Risk Factors—Risks Related to
Our Business.”
Generally, cash and cash equivalents held in these financial institutions may be withdrawn or redeemed at face value, and we therefore believe that minimal credit
risk exists with respect to them. Nonetheless, deposits with these financial institutions exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits
or similar limits in foreign jurisdictions, to the extent such deposits are even insured in such foreign jurisdictions. While we monitor on a systematic basis the cash
and cash equivalent balances in the operating accounts and adjust the balances as appropriate, these balances could be impacted if one or more of the financial
institutions with which we deposit our funds fails or is subject to other adverse conditions in the financial or credit markets. To date, we have experienced no loss
of principal or lack of access to our invested cash or cash equivalents; however, we can provide no assurance that access to our cash and cash equivalents will not
be affected if the financial institutions where we hold our cash and cash equivalents fail.
While repatriation of some cash held outside the United States may be restricted by local laws, most of our foreign cash could be repatriated to the United States.
In early 2025, we transferred approximately $320 million in international cash to the United States.
Following enactment of the Tax Cut and Jobs Act of 2017 (“TCJA”) and the associated transition tax, in general, repatriation of cash to the United States can be
completed with no incremental U.S. tax; however, repatriation of cash could subject us to non-U.S. jurisdictional taxes on distributions. Additionally, we have
determined that unremitted foreign earnings are not considered indefinitely reinvested to the extent foreign earnings can be distributed without a significant tax
cost. As such, we have recorded foreign withholding tax liabilities related to the future repatriation of such earnings. We continue to indefinitely reinvest all other
outside basis differences to the extent reversal would incur a significant tax liability.
As of February 7, 2025, we believe that we have sufficient sources of liquidity to satisfy our cash needs over the next 12 months and beyond, including our cash
needs in the United States.
59
Purchase Obligations
The Company’s purchase obligations primarily consist of agreements to purchase goods or services that are enforceable and legally binding and that specify all
significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the
transaction.
The following table sets forth, by period due or year of expected expiration, as applicable, a summary of purchase obligations as of December 31, 2024.
Amount of Commitment Expiration per Period
($ in millions)
Total
Less Than One Year
1-3 Years
4-5 Years
More Than 5 Years
Purchase Obligations
$
96.6
$
87.7
$
8.9
$
—
$
—
For a description of our remaining contractual obligations, such as debt and leases see “Item 8. Financial Statements and Supplementary Data - Notes to
Consolidated Financial Statements - Note 16 - Debt and Credit Facilities” and “-Note 8 - Leases.”
Off-Balance Sheet Arrangements
Guarantees and Related Instruments
The following table sets forth, by period due or year of expected expiration, as applicable, a summary of our off-balance sheet commitments as of December 31,
2024.
Amount of Commitment Expiration per Period
($ in millions)
Total
Less Than One Year
1-3 Years
4-5 Years
More Than 5 Years
Guarantees and related instruments
$
12.6
$
6.6
$
5.4
$
0.2
$
0.4
Guarantees consist primarily of outstanding standby letters of credit and bank guarantees. These guarantees have been provided in connection with certain
arrangements with vendors, customers, financing counterparties and governmental entities to secure our obligations and/or performance requirements related to
specific transactions.
Other Off-Balance Sheet Arrangements
In the normal course of business, we periodically enter into agreements that require us to indemnify customers, suppliers or other business partners for specific
risks, such as claims for injury or property damage arising out of our products or services or claims alleging that our products or services infringe third-party
intellectual property. We have not included any such indemnification provisions in the contractual obligations table above. Historically, we have not experienced
significant losses on these types of indemnification obligations.
Debt Financing Transactions
Credit Agreement
On August 31, 2023, we entered into the Second Amended Credit Agreement, whereby we entered into the senior term loan facility due 2028 for $530.0 million
and the senior euro term loan facility due 2028 for €350.0 million (collectively the “2028 Term Loans”). The Second Amended Credit Agreement also includes a
revolving credit facility with an aggregate available borrowing capacity of $750.0 million. The Senior Credit Facilities mature on August 31, 2028, and are subject
to an earlier maturity date of 91 days prior to the maturity date of the 2028 Convertible Notes, if more than $250.0 million of such notes are outstanding at that
time.
The proceeds from the Second Amended Credit Agreement were used to repay outstanding indebtedness for the senior term loan facility due 2024 (the “2024 Term
Loan”) and the senior euro term loan facility due 2024 (the “2024 Euro Term Loan”). Additionally, we paid fees aggregating approximately $5.2 million in
connection with the Second Amended Credit Agreement.
The Company repaid $100.0 million of the 2028 Term Loan during the year ended December 31, 2024.
60
2028 Convertible Notes
On August 10, 2023, we issued the 2028 Convertible Notes due on August 15, 2028, unless earlier repurchased, redeemed or converted. The aggregate principal
amount, which includes the initial purchasers’ exercise in full of their option to purchase an additional $65.2 million principal amount of the 2028 Convertible
Notes, was $500.2 million. The net proceeds from the issuance, after deducting purchasers’ discounts and estimated offering expenses, were $485.9 million. We
used a portion of the net proceeds to partially exchange the 2025 Convertible Notes. The 2028 Convertible Notes will accrue interest at a rate of 1.75% per annum,
payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024. The 2028 Convertible Notes have an initial
conversion rate of 21.5942 shares of our common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $46.31 per
share of our common stock and is subject to adjustment upon the occurrence of specified events. The 2028 Convertible Notes have customary provisions relating
to the occurrence of “Events of Default” (as defined in the Indenture governing the 2028 Convertible Notes).
Notes Exchanges
Concurrently with the offering of the 2028 Convertible Notes, in separate, privately negotiated transactions, we entered into exchange agreements with a limited
number of holders of the 2025 Convertible Notes to exchange $401.2 million principal amount of the 2025 Convertible Notes for aggregate consideration of
approximately $403.0 million in cash, including accrued interest, and approximately 8.4 million shares of our common stock. We may engage in additional
exchanges, or we may repurchase or induce conversions, of the remaining 2025 Convertible Notes.
Capped Call Transactions
In connection with the offering of the 2025 Convertible Notes, we entered into the Capped Calls with certain counterparties. The Capped Calls have an initial strike
price of approximately $21.01 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2025 Convertible Notes. The
Capped Calls have initial cap prices of $23.79 per share, subject to certain adjustments. The Capped Calls are generally intended to reduce or offset the potential
dilution from shares of common stock issued upon any conversion with such reduction or offset, as the case may be, subject to a cap based on the cap price. The
cost of $20.7 million incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital.
Simultaneously with the Notes Exchanges, we also completed a partial unwind of the Capped Calls resulting in a repurchase of 1.0 million shares of our common
stock. The Capped Calls will mitigate dilution for the conversion of the remaining 2025 Convertible Notes up to our common stock price of $23.79. If the
remaining 2025 Convertible Notes are converted at a price higher than $23.79 per share, the Capped Calls will no longer mitigate dilution from the conversion of
the 2025 Convertible Notes.
For a description of our outstanding debt as of December 31, 2024, refer to Note 16 to our Consolidated Financial Statements in this Annual Report on Form 10-K.
Legal Proceedings
Please refer to Note 15 to our Consolidated Financial Statements included in this Annual Report for information regarding legal proceedings and contingencies,
and for a discussion of risks related to legal proceedings and contingencies, please refer to “Item 1A. Risk Factors—General Risks.”
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in foreign currency exchange rates and commodity prices as well as credit risk, each of which could impact our
consolidated financial statements. We generally address our exposure to these risks through our normal operating activities. Please refer to Note 2 to our
Consolidated Financial Statements included in this Annual Report for information regarding derivative financial instruments and discussion of exposures to foreign
currency and foreign currency-denominated debt.
61
Interest Rate Risk
Certain of our borrowings are at variable rates of interest, which may expose us to interest rate risk. We have a variable rate 2028 Term Loan for $430.0 million
and a 2028 Euro Term Loan for €350.0 million as of December 31, 2024. We have from time to time entered into interest rate swap agreements to manage our
interest rate risk, however we do not have any interest rate swap agreements as of December 31, 2024. A 100 basis point increase in the interest rate related to our
2028 Term Loan and our 2028 Euro Term Loan would have increased interest expense by $8.0 million for 2024.
Currency Exchange Rate Risk
We face transactional exchange rate risk from transactions with customers in countries outside the United States and from intercompany transactions between
affiliates. Transactional exchange rate risk arises from the purchase and sale of goods and services in currencies other than our functional currency or the functional
currency of our applicable subsidiary. We also face translational exchange rate risk related to the translation of financial statements of our foreign operations into
U.S. dollars, our functional currency. Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into U.S. dollars using
exchange rates effective during the respective period. As a result, we are exposed to movements in the exchange rates of various currencies against the U.S. dollar.
In particular, we have more sales in European currencies than we have expenses in those currencies. Therefore, when European currencies strengthen or weaken
against the U.S. dollar, operating profits are increased or decreased, respectively. The effect of a change in currency exchange rates on our net investment in
international subsidiaries is reflected in the accumulated other comprehensive loss component of equity.
On January 17, 2023, we entered into a two-year $150.0 million cross-currency swap derivative contract to partially hedge our net investment in foreign operations
against the adverse movement in exchange rates between the U.S. dollar and the euro. This cross-currency contract effectively converts a portion of our U.S. dollar
senior term loan facilities to obligations denominated in euros and will partially offset the impact of changes in currency rates on foreign currency denominated net
investments. On December 23, 2024, this cross-currency swap derivative contract was extended for an additional three years and will mature in January 2028. For
additional information on hedging transactions and derivative financial instruments, please refer to Note 11 to our Consolidated Financial Statements in this
Annual Report on Form 10-K.
Other than the above cross-currency swap derivative contract, we generally accept the exposure to exchange rate movements without using derivative financial
instruments to manage this risk. Both positive and negative movements in currency exchange rates against the U.S. dollar will therefore continue to affect the
reported amount of sales and net earnings in our consolidated financial statements. In addition, we have assets and liabilities held in foreign currencies. A 10%
depreciation in major currencies relative to the U.S. dollar as of December 31, 2024 would have reduced equity by approximately $214 million.
Credit Risk
We are exposed to potential credit losses in the event of nonperformance by counterparties to our financial instruments. Financial instruments that potentially
subject us to credit risk primarily consist of receivables from customers. For additional information on our credit risk from customers, please refer to “Item 1.
Business.”
Our businesses perform credit evaluations of our customers’ financial conditions as appropriate and also obtain collateral or other security when appropriate.
Commodity Price Risk
For a discussion of risks relating to commodity prices, refer to “Item 1A. Risk Factors—Risks Related to Our Business.”. At December 31, 2024, there were no
open derivative or hedging instruments for future purchases of raw materials or commodities.
CRITICAL ACCOUNTING ESTIMATES
Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been
prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. We base these estimates and judgments on historical
experience, the current economic environment and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may
differ materially from these estimates and judgments.
62
We believe the following accounting estimates are most critical to an understanding of our financial statements. Estimates are considered to be critical if they meet
both of the following criteria: (1) the estimate requires assumptions about material matters that are uncertain at the time the estimate is made, and (2) material
changes in the estimate are reasonably likely from period-to-period. For a detailed discussion on the application of these and other accounting estimates, refer to
Note 2 to our Consolidated Financial Statements in this Annual Report on Form 10-K.
Business Combinations – Purchase-Price Allocation
Our growth strategy contemplates future acquisitions that either strategically fit with our existing portfolio or expand our portfolio. As a result, accounting for such
business combinations requires the allocation of purchase price to the various assets and liabilities of the acquired business at their respective fair values. We use
all available information to make these fair value determinations. Determining the fair value of assets acquired requires judgement and assumptions regarding
future projection of sales and operating margin, including discount rates.
Acquired Intangibles
Our business acquisitions typically result in the recognition of goodwill, patents, technology, customer relationships and other intangible assets, which affect the
amount of future period amortization expense and possible impairment charges that we may incur. Refer to Notes 2 and 9 to our Consolidated Financial Statements
for a description of our policies relating to acquisitions, goodwill and acquired intangibles.
We review goodwill and identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may
not be recoverable. We also test goodwill and intangible assets with indefinite lives at least annually for impairment. Determining whether an impairment loss
occurred requires valuation analyses, including making a comparison of the carrying amount to the sum of discounted cash flows expected to be generated by the
asset. These analyses require us to make judgments and estimates about future sales, expenses, market conditions and discount rates related to these assets. If actual
results are not consistent with our estimates and assumptions, goodwill and other intangible assets may be overstated and a charge would need to be taken to net
income which would adversely affect our consolidated financial statements.
During the second quarter ended June 28, 2024 and prior to our annual impairment test, we identified indicators of a "more likely than not" impairment related to
various reporting units within our Specialty Products & Technologies and Equipment & Consumables segments. As part of our second quarter evaluation, we used
the income approach in performing our goodwill impairment test in order to determine whether it is more likely than not that the fair value of a reporting unit is
less than its carrying value amount. The income approach uses a discounted cash flow model with inputs developed using both internal and market-based data. Our
significant assumptions in the discounted cash flow models vary amongst, and are specific to, each reporting unit which include, but are not limited to, discount
rates, revenue growth rates, and operating margin assumptions. There are inherent uncertainties related to these assumptions and our judgment in applying them to
the analysis of goodwill impairment. Our reporting units are the financial components of operating segments which constitute businesses for which discrete
financial information is available and regularly reviewed by segment management.
Our goodwill impairment analysis at June 28, 2024 indicated that the fair value of five of our eight reporting units did not exceed their carrying values and
consequently resulted in a $960.5 million impairment charge. The excess of the estimated fair value over carrying value (expressed as a percentage of carrying
value for the respective reporting unit) for the three reporting units not impaired, ranged from approximately 38% to approximately 88%, and zero for the five
reporting units with impairments. In order to evaluate the sensitivity of the fair value calculations used in the goodwill impairment test, we applied a hypothetical
10% decrease to the fair values of each reporting unit and compared those hypothetical values to the reporting unit carrying values. Based on this hypothetical 10%
decrease, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for the three
reporting units not impaired, ranged from approximately 24% to approximately 69%. For the five impaired reporting units, the application of a hypothetical 10%
decrease in fair value would result in an additional impairment of approximately $289 million.
As part of our second quarter assessment, we also reviewed our indefinite-lived intangible assets for impairment and used the relief from royalty method to
estimate the fair value of such assets. Our significant assumptions vary amongst, and are specific to, each underlying indefinite-lived intangible asset which
includes, but is not limited to, discount rates, revenue growth rates assumptions (including perpetual growth rates) and royalty rates. As a result of our indefinite-
lived intangible asset impairment test at June 28, 2024, we recorded an impairment charge of $101.1 million related to certain indefinite-lived trade names within
the Specialty Products & Technologies segment. The reduction in value is primarily due to a reduction in projected cash flows as discussed above.
63
Our impairment analysis for indefinite-lived intangible assets at June 28, 2024 indicated that the fair value of two of our three trade names did not exceed their
carrying value and consequently resulted in a $101.1 million impairment charge. The excess of the estimated fair value over carrying value (expressed as a
percentage of carrying value for the asset) for the remaining intangible asset was approximately 41%. In order to evaluate the sensitivity of the fair value
calculations used in the indefinite-lived intangible asset impairment test, we applied a hypothetical 10% decrease to the fair value and compared that hypothetical
value to the underlying asset carrying value. Based on this hypothetical 10% decrease, the excess of the estimated fair value over carrying value (expressed as a
percentage of carrying value for the intangible asset) for the intangible asset was approximately 27%. For the two trade names impaired, the application of a
hypothetical 10% decrease in fair value would result in an additional impairment of approximately $20 million.
We tested both goodwill and indefinite-lived intangible assets during our annual impairment test on the first day of the fourth quarter by performing a qualitative
assessment, which considered both macro and industry specific conditions among other factors. Based on this assessment, no impairment indicators were noted
which would require us to perform a quantitative impairment analysis.
We also recorded impairment charges as a result of our annual impairment test during the year ended 2023, whereby we recorded a pre-tax goodwill impairment
charge of $212.3 million, with $134.5 million related to our Specialty Products & Technologies segment and $77.8 million related to our Equipment &
Consumables segment, and a $46.0 million indefinite-lived intangible asset impairment related to certain indefinite-lived trade names within our Specialty
Products & Technologies segment. There were no goodwill and indefinite-lived intangible asset impairment charges recorded for the year ended December 31,
2022.
Furthermore, we review the carrying amounts of other finite-lived intangible assets whenever events or circumstances indicate that the carrying amounts of an
asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating
profit, and adverse legal or regulatory developments. If it is determined that such indicators are present and the review indicates that the assets will not be fully
recoverable based on undiscounted estimated cash flows, their carrying values are reduced to estimated fair market value. Estimated fair market value is
determined primarily using projected cash flows discounted at a rate commensurate with the risk involved. For the purposes of identifying and measuring
impairment, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash
flows of other assets and liabilities. We recorded an impairment of $92.2 million related to developed technology and customer relationships within our Equipment
& Consumables segment as of June 28, 2024. We did not record any impairment loss for finite-lived intangible assets subsequent to June 28, 2024, nor for the
years ended December 31, 2023 and 2022.
NEW ACCOUNTING STANDARDS
For a discussion of the new accounting standards impacting us, refer to Note 2 to our Consolidated Financial Statements in this Annual Report on Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
64
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Page
Envista Holdings Corporation Audited Annual Consolidated Financial Statements:
Report of Management on Envista Holdings Corporation’s Internal Control Over Financial Reporting
66
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
67
Consolidated Balance Sheets as of December 31, 2024 and 2023
70
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
71
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024, 2023 and 2022
72
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2024, 2023 and 2022
73
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
74
Notes to Consolidated Financial Statements
76
Financial Statement Schedule — Schedule II, Valuation and Qualifying Accounts
125
65
Report of Management on Envista Holdings Corporation’s Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal
control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this
assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
“Internal Control-Integrated Framework” (2013 framework). Based on this assessment, management concluded that, as of December 31, 2024, the Company’s
internal control over financial reporting is effective.
The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial
reporting. This report dated February 13, 2025 appears on page 69 of this Form 10-K.
66
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Envista Holdings Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Envista Holdings Corporation (the Company) as of December 31, 2024 and 2023, the related
consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows for each of the three years in the period ended
December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31,
2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal
control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 13, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements
based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to
be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.
67
Goodwill Impairment
Description of the
Matter
As discussed in Note 2 to the consolidated financial statements, the Company tests for goodwill impairment annually, at the reporting
unit level, on the first business day of its fiscal fourth quarter or more frequently if an event occurs or circumstances indicate it is more
likely than not that the fair value of a reporting unit is less than its carrying amount. The Company identified certain triggering events
that occurred as of the interim date of June 28, 2024 that required an interim goodwill impairment test at the reporting unit level.
Reporting units are tested for impairment by comparing the fair value of each reporting unit to its carrying value. As discussed in Note
9 to the financial statements, as a result of the interim impairment assessment, the Company recorded an impairment loss of certain
reporting units in the amount of $960.5 million. Total goodwill as of December 31, 2024 was $2.3 billion and represented 42% of total
assets.
Auditing the Company’s goodwill impairment test as of June 28, 2024 for the impaired reporting units was challenging and judgmental
due to the estimation required to determine the fair value of the impaired reporting units. In particular, the significant assumptions
include inputs into the discount rates used to discount future cash flows. The discount rates related to the impaired reporting units could
be affected by future economic and market conditions.
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s
goodwill impairment evaluation process for the impaired reporting units. For example, we tested controls over management’s
development of the above-described assumptions used in the valuation model.
To test the estimated fair values of the Company’s impaired reporting units, our principal audit procedures included (i) assessing the
historical results compared to projected results, (ii) involving valuation specialists to assess the methods, models, and assumptions used
within the valuation, and (iii) evaluating underlying significant assumptions utilized by management in the valuation of the reporting
units. For example, we compared the significant assumptions discussed above used by management to the Company’s business models
and other relevant factors.
Indefinite-lived Intangible Asset Impairment
Description of the
Matter
As discussed in Note 9 to the consolidated financial statements, the Company tests for the impairment of indefinite-lived intangible
assets annually on the first business day of its fiscal fourth quarter or more frequently if an event occurs or circumstances indicate it is
more likely than not that the estimated fair value of an indefinite-lived intangible asset is less than its carrying amount. The Company
identified certain triggering events that occurred as of the interim date of June 28, 2024 that required an interim indefinite-lived
intangible asset impairment test. The indefinite-lived intangible assets are tested for impairment by comparing the estimated fair value
of each indefinite-lived intangible asset to its carrying value. As discussed in Note 9 to the financial statements, as a result of the
interim impairment assessment, the Company recorded an impairment loss of certain indefinite-lived intangible assets in the amount of
$101.1 million. Total indefinite-lived intangible assets as of December 31, 2024 was $0.3 billion and represented 6.3% of total assets.
Auditing the Company’s indefinite-lived intangible asset impairment test as of June 28, 2024 for one of the Company’s impaired
indefinite-lived intangible assets was challenging and judgmental due to the estimation required to determine the fair value of the
indefinite-lived intangible asset. In particular, the significant assumptions include inputs into the discount rate used to discount future
cash flows. The discount rate related to the impaired indefinite-lived intangible asset could be affected by future economic and market
conditions.
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s
indefinite-lived intangible asset impairment evaluation process. For example, we tested controls over management’s development of
the above-described assumption used in the valuation model.
To test the estimated fair value of the impaired indefinite-lived intangible asset, our principal audit procedures included (i) assessing
the historical results compared to projected results, (ii) involving valuation specialists to assess the methods, models, and assumptions
used within the valuation, and (iii) evaluating underlying assumptions utilized by management in the valuation of the indefinite-lived
intangible asset, including the significant assumption used in the model, as described above. For example, we compared the significant
assumption discussed above used by management to the Company’s business models and other relevant factors.
/s/
Ernst & Young LLP
We have served as the Company's auditor since 2018.
Irvine, California
February 13, 2025
68
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Envista Holdings Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Envista Holdings Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control
—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our
opinion, Envista Holdings Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31,
2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance
sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, changes in
stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed
in the Index at Item 15(a) and our report dated February 13, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting included in the accompanying Report of Management on Envista Holdings Corporation’s Internal Control Over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Irvine, California
February 13, 2025
69
ENVISTA HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
($ in millions, except share amounts)
As of
December 31, 2024
December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents
$
1,069.1
$
940.0
Trade accounts receivable, less allowance for credit losses of $26.6 and $17.3, respectively
363.0
407.5
Inventories, net
241.0
258.8
Prepaid expenses and other current assets
115.2
137.4
Total current assets
1,788.3
1,743.7
Property, plant and equipment, net
277.0
309.6
Operating lease right-of-use assets
142.8
125.1
Other long-term assets
230.6
180.5
Goodwill, net
2,261.9
3,292.2
Other intangible assets, net
649.9
954.0
Total assets
$
5,350.5
$
6,605.1
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt
$
116.0
$
115.3
Trade accounts payable
174.6
179.5
Accrued expenses and other liabilities
553.6
455.7
Operating lease liabilities
34.5
30.3
Total current liabilities
878.7
780.8
Operating lease liabilities
118.9
109.9
Other long-term liabilities
139.8
142.4
Long-term debt
1,278.3
1,398.1
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 15.0 million shares authorized; no shares issued or outstanding at December 31, 2024
and December 31, 2023
—
—
Common stock, $0.01 par value, 500.0 million shares authorized; 174.2 million shares issued and 172.2 million shares
outstanding at December 31, 2024; 173.3 million shares issued and 171.5 million shares outstanding at December 31, 2023
1.7
1.7
Additional paid-in capital
3,791.6
3,758.2
Accumulated (deficit) earnings
(487.4)
631.2
Accumulated other comprehensive loss
(371.1)
(217.2)
Total stockholders’ equity
2,934.8
4,173.9
Total liabilities and stockholders’ equity
$
5,350.5
$
6,605.1
See the accompanying Notes to the Consolidated Financial Statements.
70
ENVISTA HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
($ and shares in millions, except per share amounts)
Year Ended December 31,
2024
2023
2022
Sales
$
2,510.6 $
2,566.5 $
2,569.1
Cost of sales
1,137.9
1,126.0
1,094.3
Gross profit
1,372.7
1,440.5
1,474.8
Operating expenses:
Selling, general and administrative
1,158.0
1,056.9
1,055.5
Research and development
99.1
93.8
100.1
Goodwill and intangible asset impairment
1,153.8
258.3
—
Operating (loss) profit
(1,038.2)
31.5
319.2
Nonoperating (expense) income:
Other (expense) income, net
(0.1)
(23.0)
3.1
Interest expense, net
(46.4)
(63.4)
(38.4)
(Loss) income before income taxes
(1,084.7)
(54.9)
283.9
Income tax expense
33.9
45.3
45.9
(Loss) Income from continuing operations, net of tax
(1,118.6)
(100.2)
238.0
Income from discontinued operations, net of tax (Note 3)
—
—
5.1
Net (loss) income
$
(1,118.6) $
(100.2) $
243.1
Earnings per share:
(Loss) earnings from continuing operations - basic
$
(6.50) $
(0.60) $
1.46
(Loss) earnings from continuing operations - diluted
$
(6.50) $
(0.60) $
1.34
Earnings from discontinued operations - basic
$
— $
— $
0.03
Earnings from discontinued operations - diluted
$
— $
— $
0.03
(Loss) earnings - basic
$
(6.50) $
(0.60) $
1.49
(Loss) earnings - diluted
$
(6.50) $
(0.60) $
1.37
Average common stock and common equivalent shares outstanding:
Basic
172.2
166.9
162.9
Diluted
172.2
166.9
177.6
See the accompanying Notes to the Consolidated Financial Statements.
71
ENVISTA HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
($ in millions)
Year Ended December 31,
2024
2023
2022
Net (loss) income
$
(1,118.6) $
(100.2) $
243.1
Other comprehensive (loss) income, net of income taxes:
Foreign currency translation adjustments
(151.4)
16.8
(100.9)
Cash flow hedge adjustments
—
—
1.7
Pension plan adjustments
(2.5)
(8.9)
17.6
Total other comprehensive (loss) income, net of income taxes
(153.9)
7.9
(81.6)
Comprehensive (loss) income
$
(1,272.5) $
(92.3) $
161.5
See the accompanying Notes to the Consolidated Financial Statements.
72
ENVISTA HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
($ in millions)
Common Stock
Additional Paid-in
Capital
Accumulated
Earnings (Deficit)
Accumulated Other
Comprehensive Loss
Total
Equity
Noncontrolling
Interests
Balance, December 31, 2021
$
1.6
$
3,732.6
$
466.9
$
(143.5)
$
4,057.6 $
0.4
Cumulative effect of adjustment related to
change in accounting principle. (Note 2)
—
(77.8)
21.4
—
(56.4)
—
Balance, January 1, 2022
1.6
3,654.8
488.3
(143.5)
4,001.2
0.4
Change in noncontrolling interest
—
—
—
—
—
(0.4)
Common stock-based award activity
—
44.2
—
—
44.2
—
Net income
—
—
243.1
—
243.1
—
Other comprehensive loss
—
—
—
(81.6)
(81.6)
—
Balance, December 31, 2022
1.6
3,699.0
731.4
(225.1)
4,206.9
—
Common stock-based award activity
—
35.1
—
—
35.1
—
Partial exchange of convertible notes due
2025 and partial unwind of capped call
transactions. (Note 16)
0.1
24.1
—
—
24.2
—
Net loss
—
—
(100.2)
—
(100.2)
—
Other comprehensive income
—
—
—
7.9
7.9
—
Balance, December 31, 2023
1.7
3,758.2
631.2
(217.2)
4,173.9
—
Common stock-based award activity
—
33.4
—
—
33.4
—
Net loss
—
—
(1,118.6)
—
(1,118.6)
—
Other comprehensive loss
—
—
—
(153.9)
(153.9)
—
Balance, December 31, 2024
$
1.7
$
3,791.6
$
(487.4)
$
(371.1)
$
2,934.8 $
—
See the accompanying Notes to the Consolidated Financial Statements.
73
ENVISTA HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in millions)
Year Ended December 31,
2024
2023
2022
Cash flows from operating activities:
Net (loss) income
$
(1,118.6)
$
(100.2) $
243.1
Noncash items:
Depreciation
40.8
36.0
31.8
Amortization
82.3
99.6
106.0
Allowance for credit losses
17.9
7.1
4.8
Stock-based compensation expense
35.3
30.7
30.5
Loss (gain) on equity investments, net
0.4
(3.6)
—
Loss (gain) on sale of property, plant and equipment
2.8
(5.4)
(1.9)
Gain on sale of KaVo treatment unit and instrument business
—
—
(8.9)
Restructuring charges
—
1.3
4.7
Goodwill and intangible asset impairments
1,153.8
258.3
—
Fixed assets impairments and other charges
17.1
0.2
6.4
Fair value adjustment of acquisition-related inventory
—
—
9.5
Non-cash operating lease costs
31.4
27.0
24.3
Inducement expense related to exchange of convertible notes
—
28.5
—
Amortization of debt discount and issuance costs
4.9
4.6
4.1
Deferred income taxes
(29.0)
(37.0)
(29.0)
Change in trade accounts receivable
10.0
(17.0)
(71.0)
Change in inventories
3.6
35.1
(39.9)
Change in trade accounts payable
(1.2)
(46.3)
44.5
Change in prepaid expenses and other assets
(6.7)
3.3
(11.7)
Change in accrued expenses and other liabilities
134.5
(12.0)
(133.0)
Change in operating lease liabilities
(42.8)
(34.5)
(31.6)
Net cash provided by operating activities
336.5
275.7
182.7
Cash flows from investing activities:
Payments for additions to property, plant and equipment
(33.8)
(58.2)
(75.7)
Purchases of investments held in rabbi trust
(32.8)
—
—
Proceeds from sale of investments held in rabbi trust
9.3
—
—
Proceeds from sales of property, plant and equipment
0.1
6.1
3.3
Proceeds from sale of equity investment
0.4
10.7
—
Acquisitions, net of cash acquired
—
—
(696.2)
Proceeds from sale of KaVo treatment unit and instrument business, net
—
—
73.9
Proceeds from the settlement of derivative financial instruments
2.5
1.6
56.0
All other investing activities, net
(0.3)
(22.6)
(18.6)
Net cash used in investing activities
(54.6)
(62.4)
(657.3)
Cash flows from financing activities:
74
Proceeds from stock option exercises
2.4
11.3
21.8
Tax withholding payment related to net settlement of equity awards
(5.3)
(7.9)
(9.1)
Proceeds from issuance of convertible notes due 2028
—
500.2
—
Debt issuance costs related to issuance of convertible notes due 2028
—
(13.8)
—
Principal paid related to exchange of convertible notes due 2025
—
(401.2)
—
Proceeds from borrowings
—
323.5
0.3
Repayment of borrowings
(100.0)
(288.8)
(0.5)
Debt issuance costs related to other borrowings
—
(4.5)
—
Proceeds from revolving line of credit
—
—
124.0
Repayment of revolving line of credit
—
—
(124.0)
All other financing activities
(0.8)
0.1
—
Net cash (used in) provided by financing activities
(103.7)
118.9
12.5
Effect of exchange rate changes on cash and cash equivalents
(49.1)
0.9
(4.6)
Net change in cash and cash equivalents
129.1
333.1
(466.7)
Beginning balance of cash and cash equivalents
940.0
606.9
1,073.6
Ending balance of cash and cash equivalents
$
1,069.1
$
940.0 $
606.9
Supplemental data:
Cash paid for interest
$
54.7
$
63.2 $
38.4
Cash paid for taxes
$
32.9
$
98.6 $
119.2
ROU assets obtained in exchange for operating lease obligations
$
54.8
$
22.1 $
36.0
See the accompanying Notes to the Consolidated Financial Statements.
75
ENVISTA HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BUSINESS AND BASIS OF PRESENTATION
Business Overview
The Company provides products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, as well as to improve the
aesthetics of the human smile. The Company is a worldwide provider of a broad range of dental implants, orthodontic appliances, diagnostic solutions, general
dental consumable products, equipment and services and is dedicated to driving technological innovations that help dental professionals improve clinical outcomes
and enhance productivity.
The Company operates in two business segments: Specialty Products & Technologies and Equipment & Consumables.
The Company’s Specialty Products & Technologies segment primarily develops, manufactures and markets dental implant systems, including regenerative
solutions, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products. The Company’s
Equipment & Consumables segment primarily develops, manufactures and markets dental equipment and supplies used in dental offices, including digital imaging
systems, software and other visualization/magnification systems; endodontic systems and related consumable products; and restorative materials and instruments,
rotary burs, impression materials, bonding agents and cements and infection prevention products.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America ("GAAP").
As discussed in Note 3, Discontinued Operations, the Company reclassified certain amounts to discontinued operations associated with the final transfer of assets
in 2022 related to its 2021 sale of the KaVo dental treatment unit and instrument business (the "KaVo Treatment Unit and Instrument Business"). All segment
information and descriptions for the year ended December 31, 2022 exclude the KaVo Treatment Unit and Instrument Business which was part of the Company’s
Equipment & Consumables segment.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Principles
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(“GAAP”). The Consolidated Financial Statements include the accounts of the Company and its subsidiaries.
Use of Estimates
The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets and liabilities. Significant estimates and assumptions by management affect the Company’s revenue
recognition for multiple performance obligation arrangements, valuations, purchase price allocations and contingent consideration related to business
combinations, expected future cash flows including growth rates, discount rates, and other assumptions and estimates used to evaluate the recoverability of long-
lived assets and goodwill, estimated fair values of intangible assets and goodwill, amortization methods and periods, accounts receivable reserves, inventory excess
and obsolescence reserves, warranty reserves, certain accrued expenses, restructuring and other related charges, contingent liabilities, tax reserves, deferred tax
rates and recoverability of the Company’s net deferred tax assets and related valuation allowances, and stock-based compensation.
The Company bases these estimates on historical experience, the current economic environment and on various other assumptions that are believed to be
reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ materially from these estimates.
76
Acquisitions
The Company continually evaluates potential acquisitions that either strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into
new and attractive business areas. Among other things, goodwill arises because the purchase prices for these businesses reflect a number of factors including the
future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased
by other acquirers, the competitive nature of the processes by which the Company acquired the businesses, avoidance of the time and costs which would be
required (and the associated risks that would be encountered) to enhance the Company’s existing product offerings to key target markets and enter into new and
profitable businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.
We account for acquisitions under Accounting Standards Codification (“ASC”) 805 Business Combinations and use the acquisition method of accounting. The
consideration transferred for the acquisition of a subsidiary comprises (i) fair values of the assets transferred; (ii) liabilities assumed of the acquired business; and
(iii) fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired, and liabilities and contingent liabilities
assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
The Company makes an initial allocation of the purchase price at the date of acquisition based upon its estimation of the fair value of the acquired assets and
assumed liabilities. The Company obtains the information used to estimate the fair values during due diligence and through other sources. In the months after
closing, up to 12 months, as the Company obtains additional information that existed at the acquisition date about these assets and liabilities, it is able to refine the
estimates of fair value and more accurately allocate the purchase price. Only items that existed as of the acquisition date are considered for subsequent adjustment.
The Company makes the appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents.
Accounts Receivable and Allowances for Credit Losses
All trade accounts receivable are reported on the accompanying Consolidated Balance Sheets adjusted for any write-offs and net of allowances for credit losses.
The allowances for credit losses represent management’s best estimate of the credit losses expected from the Company’s trade accounts receivable portfolio.
Determination of the allowances requires management to exercise judgment about the timing, frequency and severity of credit losses that could materially affect
the provision for credit losses and, therefore, net income. The Company regularly performs detailed reviews of its portfolios to determine if an impairment has
occurred and evaluates the collectability of receivables based on a combination of various financial and qualitative factors that may affect customers’ ability to pay,
including customers’ financial condition, debt-servicing ability, past payment experience and credit bureau information and forecasts. In circumstances where the
Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the recognized
receivable to the amount reasonably expected to be collected.
Inventory Valuation
Inventories include the costs of material, labor and overhead. Inventories are stated at the lower of cost or net realizable value primarily using the first-in, first-out
method. Market value for raw materials is based on replacement costs and for other inventory classifications is based on net realizable value. The Company
periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Based on this evaluation,
provisions are made to write inventory down to its net realizable value.
Property, Plant and Equipment
Property, plant and equipment are carried at cost. The provision for depreciation has been computed principally by the straight-line method based on the estimated
useful lives of the depreciable assets as follows:
Category
Useful Life
Buildings
30 years
Leased assets and leasehold improvements
Amortized over the lesser of the economic life of the asset or the term of the
lease
Machinery, equipment and other assets
3 – 10 years
77
Estimated useful lives are periodically reviewed and, when appropriate, changes to estimates are made prospectively.
Leases
The Company determines if an arrangement is a lease at inception and evaluates each lease agreement to determine whether the lease is an operating or finance
lease. For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and
lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement
date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the Company uses
its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also
consists of any prepaid lease payments, lease incentives received, costs which will be incurred in exiting a lease and the amount of any asset or liability recognized
on business combinations relating to favorable or unfavorable lease terms. The lease terms used to calculate the ROU asset and related lease liability include
options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized
on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense
using the accelerated interest method of recognition. In certain of the Company’s lease agreements, the rental payments are adjusted periodically to reflect actual
charges incurred for common area maintenance, utilities, inflation and/or changes in other indexes.
Investments
Investments over which the Company has a significant influence but not a controlling interest, are accounted for using the equity method of accounting which
requires the Company to record its initial investment at cost and adjust the balance each period for the Company’s share of the investee’s income or loss and
dividends paid. For investments which do not qualify for the equity method and do not have readily determinable fair values, the Company uses the measurement
alternative method which requires it to record these investments at cost, and remeasure to fair value upon observable price changes in orderly transactions for the
identical or similar investment of the same issuer, or upon impairment. Investments are recorded as Other long-term assets in the Consolidated Balance Sheets and
as a component of Investing Activities in the Consolidated Statements of Cash Flows. No significant realized or unrealized gains or losses were recorded during
the three years ended December 31, 2024, 2023 and 2022 with respect to these investments.
Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, investments in a rabbi trust, contingent
consideration, derivatives, trade accounts payable and long-term debt. Due to their short-term nature, the carrying values for cash and cash equivalents, trade
accounts receivable and trade accounts payable approximate fair value. Refer to Note 12 for the fair values of the Company’s other financial instruments.
78
Goodwill and Other Intangible Assets
Goodwill and other intangible assets result from the Company’s acquisition of existing businesses. In accordance with accounting standards related to business
combinations, goodwill is not amortized; however, certain finite-lived identifiable intangible assets, primarily customer relationships and acquired technology, are
amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are tested for impairment annually on the first day of the fourth quarter
of each fiscal year or more frequently if event occurs or circumstances change that would indicate that the carrying amount may be impaired. The Company first
assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount or performs a
quantitative test. When tested quantitatively, the Company may use a combination of techniques adjusted for current period facts and circumstances, including an
income approach and a market-based approach, to determine whether the fair value of each reporting unit is greater than its carrying amount. Similarly, the
Company performs its impairment test of indefinite-lived intangibles by using the relief from royalty method to determine whether the fair value of the underlying
asset is greater than its carrying amount. If the carrying value of a reporting unit or an underlying indefinite-lived intangible asset exceeds its respective fair value,
an impairment charge is recognized. In making these assessments, management relies on a number of factors, including business trends, business plans, economic
projections, expected future operating results and cash flow, and the Company’s market capitalization. The Company’s reporting units are the financial components
of operating segments which constitute businesses for which discrete financial information is available and is regularly reviewed by segment management. For the
year ended December 31, 2024, the Company recognized goodwill and indefinite-lived intangible asset impairments of $960.5 million and $101.1 million,
respectively. Additionally, the Company recognized goodwill and indefinite-lived intangible asset impairments of $212.3 million and $46.0 million, respectively,
for the year ended December 31, 2023 and no impairment charge for goodwill or indefinite-lived intangible assets for the year ended December 31, 2022.
Additional information related to the testing of goodwill and indefinite-lived intangible asset impairment, including results of the 2023 and 2024 annual
impairment tests, are provided in Note 9, Goodwill and Other Intangible Assets.
Additionally, management reviews the carrying amounts of other finite-lived intangible assets whenever events or circumstances indicate that the carrying amounts
of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or
operating profit, and adverse legal or regulatory developments. If it is determined that such indicators are present and the review indicates that the assets will not be
fully recoverable based on undiscounted estimated cash flows, their carrying values are reduced to estimated fair market value. Estimated fair market value is
determined primarily using projected cash flows discounted at a rate commensurate with the risk involved. For the purposes of identifying and measuring
impairment, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash
flows of other assets and liabilities. For the year ended December 31, 2024, the Company recognized an impairment charge of $92.2 million for finite-lived
intangible assets and no impairment charge for finite-lived intangible assets for the years ended December 31, 2023 and 2022.
79
Revenue Recognition
The Company derives revenues primarily from the sale of Specialty Products & Technologies and Equipment & Consumables products and services. Revenue is
recognized when control of the promised products or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company
expects to be entitled to in exchange for those products or services (the transaction price). A performance obligation is a promise in a contract to transfer a distinct
product or service to a customer and is the unit of account under ASC 606. For equipment, consumable products and spare parts sold by the Company, control
transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to
the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is not a formality, the customer must have accepted the
product or service. The Company’s principal terms of sale are FOB Shipping Point, or equivalent, and, as such, the Company primarily transfers control and
records revenue for product sales upon shipment. Sales arrangements with delivery terms that are not FOB Shipping Point are not recognized upon shipment and
the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. If a performance obligation to the
customer with respect to a sales transaction remains to be fulfilled following shipment (typically installation or acceptance by the customer), revenue recognition
for that performance obligation is deferred until such commitments have been fulfilled. Returns for products sold are estimated and recorded as a reduction of
revenue at the time of sale. Customer allowances and rebates, consisting primarily of volume discounts and other short-term incentive programs, are recorded as a
reduction of revenue at the time of sale because these allowances reflect a reduction in the transaction price. Product returns, customer allowances and rebates are
estimated based on historical experience and known trends. For extended warranty and service, control transfers to the customer over the term of the arrangement.
Revenue for extended warranty and service is recognized based upon the period of time elapsed under the arrangement.
For a contract with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative
standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary
method used to estimate standalone selling price is the price observed in standalone sales to customers; however, when prices in standalone sales are not available
the Company may use third-party pricing for similar products or services or estimate the standalone selling price. Allocation of the transaction price is determined
at the contracts’ inception. The Company does not adjust transaction price for the effects of a significant financing component when the period between the transfer
of the promised good or service to the customer and payment for that good or service by the customer is expected to be one year or less.
Additionally, the Company continually reviews and updates its usage rate, which is the number of times a clear aligner customer is expected to order additional
aligners after the initial aligner shipment, along with other related assumptions associated with its clear aligner treatment plan contracts. Changes to standalone
sales price, usage rates and related assumptions may impact the pattern of revenue recognition for future treatment plans. The process of estimating the usage rate
requires judgment and evaluation of inputs, including historical usage data in order to predict future usage patterns.
Shipping and Handling
Shipping and handling costs are considered a fulfillment cost and are included as a component of cost of sales. Revenue derived from shipping and handling costs
billed to customers is included in sales.
Advertising
Advertising costs are expensed as incurred.
Research and Development
The Company conducts research and development activities for the purpose of developing new products, enhancing the functionality, effectiveness, ease of use and
reliability of the Company’s existing products and expanding the applications for which uses of the Company’s products are appropriate. Research and
development costs are expensed as incurred.
80
Income Taxes
Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates
expected to be in effect during the year in which the differences reverse. Deferred tax assets generally represent items that can be used as a tax deduction or credit
in the Company’s tax return in future years for which the tax benefit has already been reflected on the Company’s Consolidated Statements of Operations. The
Company establishes valuation allowances for its deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized.
Deferred tax liabilities generally represent items that have already been taken as a deduction on the Company’s tax return but have not yet been recognized as an
expense in the Company’s Consolidated Statements of Operations. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in
income tax expense in the period that includes the enactment date. The Company provides for unrecognized tax benefits when, based upon the technical merits, it
is “more likely than not” that an uncertain tax position will not be sustained upon examination. Judgment is required in evaluating tax positions and determining
income tax provisions. The Company re-evaluates the technical merits of its tax positions and may recognize an uncertain tax benefit in certain circumstances,
including when: (1) a tax audit is completed; (2) applicable tax laws change, including a tax case ruling or legislative guidance; or (3) the applicable statute of
limitations expires. The Company recognizes potential accrued interest and penalties associated with unrecognized tax positions in income tax expense.
Restructuring
The Company periodically initiates restructuring activities to appropriately position the Company’s cost base relative to prevailing economic conditions and
associated customer demand as well as in connection with certain acquisitions. Costs associated with productivity improvement and restructuring actions can
include termination benefits and related charges in addition to facility closure, contract termination and other related activities. The Company records the cost of
the restructuring activities when impairment is identified or when the associated liability is incurred. Refer to Note 20 for additional information.
Foreign Currency Translation
Exchange rate adjustments resulting from foreign currency transactions are recognized in net income, whereas effects resulting from the translation of financial
statements are reflected as a component of accumulated other comprehensive loss within equity. Assets and liabilities of subsidiaries operating outside the United
States with a functional currency other than U.S. dollars are translated into U.S. dollars using year-end exchange rates and income statement accounts are translated
at weighted average rates. Net foreign currency transaction gains or losses were not material in any of the years presented.
Derivative Financial Instruments
The Company is neither a dealer nor a trader in derivative instruments. The Company has generally accepted the exposure to transactional exchange rate
movements without using derivative instruments to manage this risk, although the Company from time to time partially hedges its net investments in foreign
operations against adverse movements in exchange rates through foreign currency-denominated debt and cross-currency swaps. The Company may at times also
enter into interest rate swaps to mitigate a portion of its interest rate risk related to the Company’s debt. The derivative instruments are recorded on the
Consolidated Balance Sheets as either an asset or liability measured at fair value. To the extent the interest rate swap qualifies as an effective hedge, changes in fair
value are recognized in accumulated other comprehensive loss within equity. Changes in the value of the foreign currency denominated debt and cross-currency
swaps designated as hedges of the Company’s net investment in foreign operations are recognized in accumulated other comprehensive loss within equity and
offset changes in the value of the Company’s foreign currency denominated operations. Refer to Note 11 for additional information on derivative financial
instruments.
Loss Contingencies
The Company records a reserve for loss contingencies when it is both probable that a loss will be incurred and the amount of the loss is reasonably estimable. The
Company evaluates pending litigation and other contingencies at least quarterly and adjusts the reserve for such contingencies for changes in probable and
reasonably estimable losses.
81
Accumulated Other Comprehensive Loss
Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. Foreign
currency translation adjustments related to the Company’s cross-currency swap arrangements and foreign currency denominated debt that are designated as net
investment hedges are adjusted for income taxes as those arrangements are not indefinite. Changes in the funded status of the pension plans, net of taxes, are
recognized in the year in which the changes occur and reported in other comprehensive loss.
Stock-Based Compensation
The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including
stock options, restricted stock units, performance stock options, and performance stock units, based on the fair value of the award as of the grant date. Refer to
Note 17 for additional information on the stock-based compensation plan in which certain employees of the Company participate.
Pension Plans
The Company measures its pension assets and obligations that determine the funded status as of the end of the Company’s fiscal year, and recognizes an asset for
an over funded status or a liability for an underfunded status in its Consolidated Balance Sheets. Changes in the funded status of the pension plans are recognized
in the year in which the changes occur and reported in other comprehensive loss. Refer to Note 13 for additional information on the Company’s pension plans
including a discussion of the actuarial assumptions, the Company’s policy for recognizing the associated gains and losses and the method used to estimate service
and interest cost components.
Deferred Compensation Plan
Certain management employees of the Company participate in nonqualified deferred compensation programs that permit such employees to defer a portion of their
compensation, on a pretax basis. The obligations are presented as a component of the Company’s compensation and benefits accrual included in accrued expenses
in the accompanying Consolidated Balance Sheets. Participants may choose among alternative earnings rates for the amounts they defer, which are based on the
programs’ investment options. Changes in the deferred compensation liability under these programs are recognized based on changes in the fair value of the
participants’ accounts. Amounts voluntarily deferred by employees into the Company stock fund and amounts contributed to participant accounts by the Company
are deemed invested in the Company’s common stock and future distributions of such contributions will be made solely in shares of Company common stock, and
therefore are not reflected in the plan obligations.
As a nonqualified deferred compensation plan, funding of the obligation is not required, however during the year ended December 31, 2024, the Company funded
the plan obligations through a Company established irrevocable rabbi trust. The assets held in the irrevocable rabbi trust consist primarily of mutual funds, which
are measured at fair value, and corporate owned life insurance policies which have cash surrender values (which approximate fair value), and are intended to align
with the deferred compensation obligation investment options selected by plan participants.
Accounting Standards Recently Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting - Improving
Reportable Segment Disclosures” (Topic 280). The update is intended to improve reportable segment disclosure requirements, primarily through enhanced
disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating
decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the
CODM when deciding how to allocate resources. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim reporting
periods after December 15, 2024. The Company adopted this guidance on December 31, 2024 and updated its disclosures to conform to this new segment
disclosure requirement.
82
In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in
Entity’s Own Equity (Subtopic 815 – 40),” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including
convertible instruments and contracts on an entity’s own equity. On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective
adoption approach. The cumulative effect of the change was recognized as an adjustment to the opening balance of retained earnings at the date of adoption and
resulted in a $75.0 million increase to the carrying value of the convertible notes due 2025, a decrease to additional paid-in capital of $77.8 million, a $21.4 million
increase to retained earnings and an $18.6 million decrease to the related net deferred tax liability.
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-04, “Debt– Debt with Conversion and Other Options, (subtopic 470-20).” The update is intended to improve the
relevance and consistency in application of the induced conversion guidance in Subtopic 470-20 for (a) convertible debt instruments with cash conversion features
and (b) debt instruments that are not currently convertible. ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025, and interim
reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update ASU 2020-06. The
Company has not yet completed its assessment of the impact of ASU 2024-04 on the Company’s Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, (subtopic 220-
40).” The update requires the disclosure of specific information related to certain costs and expenses, including amounts for inventory purchases, employee
compensation, and depreciation and amortization included in each relevant expense caption presented on the face of the income statement. ASU 2024-03 is
effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is
permitted. The Company has not yet completed its assessment of the impact of ASU 2024-03 on the Company’s Consolidated Financial Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update requires a public business
entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain
reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to
disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income
tax payments, net of refunds received. Adoption of the ASU allows for either the prospective or retrospective application of the amendment and is effective for
annual periods beginning after December 15, 2024, with early adoption permitted. The Company has not yet completed its assessment of the impact of ASU 2023-
09 on the Company’s Consolidated Financial Statements.
NOTE 3. DISCONTINUED OPERATIONS
On December 31, 2021, the Company sold substantially all of the KaVo Treatment Unit and Instrument Business (the “Divestiture”) to planmeca Verwaltungs
Gmbh, Germany (“Planmeca”), pursuant to the master sale and purchase agreement among the Company, Planmeca, and Planmeca Oy. However, the final transfer
of assets in certain countries was not executed and closed until 2022. Therefore the results of the Divestiture are presented as discontinued operations for the year
ended December 31, 2022 in the accompanying Consolidated Financial Statements, with the exception of the Consolidated Statements of Cash Flows which
include the financial results of the KaVo Treatment Unit and Instrument Business for the year ended December 31, 2022. There are no discontinued operations for
the years ended December 31, 2024 and 2023.
83
The operating results of the Divestiture are reflected in the Consolidated Statements of Operations within income from discontinued operations, net of tax as
follows ($ in millions):
Year Ended December 31,
2022
Sales
$
11.7
Cost of sales
9.1
Gross profit
2.6
Operating expenses:
Selling, general and administrative
3.2
Research and development
—
Operating loss
(0.6)
Income tax expense
—
Loss from discontinued operations
(0.6)
Gain on sale of discontinued operations, net of tax
5.7
Net income from discontinued operations
$
5.1
NOTE 4. CREDIT LOSSES
The allowance for credit losses is a valuation account deducted from accounts receivable to present the net amount expected to be collected. Accounts receivable
are charged off against the allowance when management believes the uncollectibility of an accounts receivable balance is confirmed.
Management estimates the adequacy of the allowance by using relevant available information, from internal and external sources, relating to past events, current
conditions and forecasts. Historical credit loss experience provides the basis for estimation of expected credit losses and is adjusted as necessary using the relevant
information available. The allowance for credit losses is measured on a collective basis when similar risk characteristics exist. The Company has identified one
portfolio segment based on the following risk characteristics: geographic regions, product lines, default rates and customer specific factors.
The factors used by management in its credit loss analysis are inherently subject to uncertainty. If actual results are not consistent with management’s estimates and
assumptions, the allowance for credit losses may be overstated or understated and a charge or credit to net income (loss) may be required.
The rollforward of the allowance for credit losses is summarized as follows ($ in millions):
Balance at December 31, 2023
$
17.3
Foreign currency translation
(0.8)
Provision for credit losses
17.9
Write-offs charged against the allowance
(3.6)
Recoveries
(4.2)
Balance at December 31, 2024
$
26.6
84
NOTE 5. INVENTORIES
The classes of inventory as of December 31 are summarized as follows ($ in millions):
2024
2023
Finished goods
$
181.6
$
196.4
Work in process
25.1
17.2
Raw materials
91.0
100.3
Reserve for inventory obsolescence
(56.7)
(55.1)
Total
$
241.0
$
258.8
NOTE 6. PROPERTY, PLANT AND EQUIPMENT
The classes of property, plant and equipment as of December 31 are summarized as follows ($ in millions):
2024
2023
Land and improvements
$
10.0 $
10.0
Buildings and improvements
166.0
157.4
Machinery, equipment and other assets
431.2
417.9
Construction in progress
33.9
65.3
Gross property, plant and equipment
641.1
650.6
Less: accumulated depreciation
(364.1)
(341.0)
Property, plant and equipment, net
$
277.0 $
309.6
For the year ended December 31, 2024, the Company recognized fixed asset impairment charges of $13.0 million for certain assets included in machinery,
equipment and other assets and construction in progress related to its Specialty Products & Technologies segment. The fixed asset impairment charge is recorded
as a component of cost of sales within the Consolidated Statement of Operations. There were no fixed asset impairment charges for the year ended December 31,
2023 and 2022.
NOTE 7. EQUITY SECURITY INVESTMENTS USING THE MEASUREMENT ALTERNATIVE METHOD
The summary below represents the Company’s equity security investments using the measurement alternative method that do not have readily determinable fair
values and as of December 31 are summarized as follows ($ in millions):
2024
2023
Equity security investments
$
26.4
$
28.6
The Company records net realized and unrealized gains (losses) for the above security investments in other income (expense), net, in the Consolidated Statements
of Operations. Net unrealized gains (losses) are summarized as follows ($ in millions):
Year Ended December 31,
2024
2023
2022
Investment loss
Unrealized loss
$
(1.5) $
(3.3) $
—
Total
$
(1.5) $
(3.3) $
—
85
NOTE 8. LEASES
The Company has operating leases for office space, warehouses, distribution centers, research and development and manufacturing facilities, equipment and
vehicles. Many leases include one or more options to renew, some of which include options to extend the lease for up to 20 years and some leases include options
to terminate the lease within 30 days. The Company regularly evaluates the renewal options and, when the options are reasonably certain of being exercised, they
are included in the lease term. In certain of the Company’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for
common area maintenance, utilities, inflation and/or changes in other indexes. The Company has elected to combine lease and non-lease components for leases of
all asset classes where the Company is the lessee. At inception, the Company determines whether an agreement represents a lease and, at commencement,
evaluates each lease agreement to determine whether the lease is an operating or finance lease.
Variable lease costs consist primarily of taxes, insurance, and common area or other maintenance costs for leased facilities and vehicles, which are paid based on
actual costs incurred.
The components of operating lease expense for the years ended December 31 were as follows ($ in millions):
2024
2023
Fixed operating lease expense
$
38.6
$
34.2
Variable operating lease expense
7.8
7.7
Total operating lease expense
$
46.4
$
41.9
______________
Includes short-term leases and sublease income, both of which were not significant.
The following table presents the weighted average remaining lease term and weighted average discount rates related to the Company’s operating leases as of
December 31:
2024
2023
Weighted average remaining lease term
6 years
7 years
Weighted average discount rate
4.9 %
4.1 %
The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2024 ($ in millions):
2025
40.5
2026
36.4
2027
29.2
2028
19.2
2029
15.2
Thereafter
35.4
Total operating lease payments
175.9
Less: imputed interest
(22.5)
Total operating lease liabilities
$
153.4
As of December 31, 2024, the Company had no additional significant operating or finance leases that had not yet commenced.
(a)
(a)
86
NOTE 9. GOODWILL AND OTHER INTANGIBLE ASSETS
The Company assesses both goodwill and indefinite-lived intangible assets for impairment as of the first day of the fourth quarter annually or more frequently if
events or changes in circumstances indicate the asset might be impaired. As of June 28, 2024 and prior to its annual impairment test, the Company identified
indicators of a "more likely than not" impairment related to its various reporting units within the Specialty Products & Technologies and Equipment &
Consumables segments.
As part of its June 28, 2024 evaluation, the Company used the income approach in performing a goodwill impairment test in order to determine whether it is more
likely than not that the fair value of a reporting unit is less than its carrying value amount. The income approach uses a discounted cash flow model with inputs
developed using both internal and market-based data. The Company's significant assumptions in the discounted cash flow models vary amongst, and are specific
to, each reporting unit which include, but are not limited to, discount rates, revenue growth rates assumptions (including perpetual growth rates) and operating
margin assumptions. These assumptions were developed in light of current market conditions and future expectations which include, but were not limited to,
impact of competition, new product development and future economic conditions. As a result of this impairment test, the Company recorded a pre-tax goodwill
impairment charge of $960.5 million during the second quarter of 2024, with $707.8 million related to its Specialty Products & Technologies segment and $252.7
million related to its Equipment & Consumables segment. The reduction in value was primarily due to adverse macroeconomic factors such as, higher cost of
borrowing and inflationary pressures, geopolitical factors, and weakened global demand which contributed to reduced expectations of future cash flows and a
sustained suppressed stock price.
As part of its June 28, 2024 assessment, the Company also reviewed its indefinite-lived intangible assets for impairment and used the relief from royalty method to
estimate the fair value of such assets. The Company's significant assumptions vary amongst, and are specific to, each underlying indefinite-lived intangible asset
which include, but are not limited to, revenue growth rates assumptions (including perpetual growth rates), discount rates and royalty rates. As a result of this
impairment test, the Company recorded an impairment charge of $101.1 million related to certain indefinite-lived trade names within the Specialty Products &
Technologies segment during the second quarter of 2024. The reduction in value was primarily due to a reduction in projected cash flows due to the factors
discussed above.
For both goodwill and indefinite-lived intangible assets the Company performed its 2024 annual test of impairment on the first day of the fourth quarter. Based on
this assessment, the Company’s analysis indicated that the fair value of its reporting units exceeded its carrying values and consequently did not result in a further
impairment charge. However, any deviation in future actual financial results compared to the forecasted financial results or valuation assumptions used in the
impairment tests, a decline in equity valuations, increases in interest rates, or changes in the use of intangible assets, among other factors, could have a material
adverse effect on the fair value of either the reporting units or indefinite-lived intangible assets and could result in future impairment charges. There can be no
assurance that the Company’s future asset impairment testing will not result in a material charge to earnings.
The Company also recorded impairment charges as a result of the Company’s annual impairment test during the year ended 2023, whereby the Company recorded
a pre-tax goodwill impairment charge of $212.3 million, with $134.5 million related to its Specialty Products & Technologies segment and $77.8 million related to
its Equipment & Consumables segment, and a $46.0 million indefinite-lived intangible asset impairment related to certain indefinite-lived trade names within the
Specialty Products & Technologies segment.
There were no goodwill and indefinite-lived intangible asset impairment charges recorded for the year ended December 31, 2022.
The impairment charges described above are recorded in the Goodwill and intangible asset impairment line within the Consolidated Statements of Operations.
87
The following is a rollforward of the Company’s goodwill by segment ($ in millions):
Specialty Products & Technologies
Equipment & Consumables
Total
Gross
Accumulated
Impairment
Charges
Total
Gross
Accumulated
Impairment
Charges
Total
Gross
Accumulated
Impairment
Charges
Total
Balance at December 31, 2023
$
2,007.0 $
(134.5) $
1,872.5
$
1,497.5 $
(77.8) $
1,419.7
$
3,504.5 $
(212.3) $
3,292.2
Impairment charges
—
(707.8)
(707.8)
—
(252.7)
(252.7)
—
(960.5)
(960.5)
Foreign currency translation
(54.0)
—
(54.0)
(15.8)
—
(15.8)
(69.8)
—
(69.8)
Balance at December 31, 2024
$
1,953.0 $
(842.3) $
1,110.7
$
1,481.7 $
(330.5) $
1,151.2
$
3,434.7 $
(1,172.8) $
2,261.9
Finite-lived intangible assets are amortized over the shorter of their legal or estimated useful life. During the year ended December 31, 2024, the Company
recorded an impairment charge of $92.2 million related to developed technology and customer relationships within the Equipment & Consumables segment. The
reduction in value was primarily due to a reduction in projected cash flows due to the factors discussed above. There were no finite-lived intangible assets
impairment charges recorded for the years ended December 31, 2023 and 2022.
The following summarizes the gross carrying value, accumulated amortization and accumulated impairment losses, for each major category of intangible asset ($
in millions):
As of December 31, 2024
Gross
Carrying
Amount
Accumulated
Amortization
Accumulated
Impairment Losses
Net Carrying Amount
Finite-lived intangibles:
Patents and technology
$
376.0
$
(235.6)
$
(87.2) $
53.2
Customer relationships and other intangibles
881.6
(714.9)
(5.0)
161.7
Trademarks and trade names
189.3
(90.9)
—
98.4
Total finite-lived intangibles
1,446.9
(1,041.4)
(92.2)
313.3
Indefinite-lived intangibles:
Trademarks and trade names
483.7
—
(147.1)
336.6
Total intangibles
$
1,930.6
$
(1,041.4)
$
(239.3) $
649.9
As of December 31, 2023
Gross
Carrying
Amount
Accumulated
Amortization
Accumulated
Impairment Losses
Net Carrying Amount
Finite-lived intangibles:
Patents and technology
$
439.5
$
(269.1)
$
— $
170.4
Customer relationships and other intangibles
928.1
(706.9)
—
221.2
Trademarks and trade names
225.5
(115.8)
—
109.7
Total finite-lived intangibles
1,593.1
(1,091.8)
—
501.3
Indefinite-lived intangibles:
Trademarks and trade names
498.7
—
(46.0)
452.7
Total intangibles
$
2,091.8
$
(1,091.8)
$
(46.0) $
954.0
Total intangible amortization expense in 2024, 2023 and 2022 was $82.3 million, $99.6 million and $106.0 million, respectively. Based on the intangible assets
recorded as of December 31, 2024, amortization expense is estimated as follows for the next five years and thereafter ($ in millions):
88
Years Ending December 31,
2025
$
72.2
2026
58.9
2027
48.7
2028
46.9
2029
17.8
Thereafter
68.8
$
313.3
NOTE 10. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities as of December 31 were as follows ($ in millions):
2024
2023
Current
Noncurrent
Current
Noncurrent
Compensation and benefits
$
162.7
$
25.4
$
120.0
$
23.1
Sales and product allowances
69.1
1.5
72.0
1.7
Contract liabilities
146.5
20.3
106.4
8.4
Taxes, income and other
58.3
36.8
39.9
44.3
Restructuring-employee severance, benefits and other
15.6
—
16.0
—
Pension benefits
4.6
29.7
5.8
30.1
Loss contingencies
9.9
22.5
11.0
27.0
Other
86.9
3.6
84.6
7.8
Total
$
553.6
$
139.8
$
455.7
$
142.4
NOTE 11. HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses cross-currency swap derivative contracts to partially hedge its net investments in foreign operations against adverse movements in exchange
rates between the U.S. dollar and the euro. The cross-currency swap derivative contracts are agreements to exchange fixed-rate payments in one currency for fixed-
rate payments in another currency. On January 17, 2023, the Company entered into a two-year cross-currency swap derivative contract, with a notional value of
$150.0 million. This contract effectively converts a portion of the Company’s U.S. dollar denominated senior term loan facilities to obligations denominated in
euros and partially offsets the impact of changes in currency rates on foreign currency denominated net investments. On December 23, 2024, this cross-currency
swap derivative contract was extended for an additional three years and will mature on January 17, 2028.
The Company also has foreign currency denominated long-term debt consisting of a senior euro term loan facility. The senior euro term loan facility represents a
partial hedge of the Company’s net investment in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro. The senior
euro term loan facility is designated and qualifies as a non-derivative hedging instrument.
Refer to Note 16 for further discussion of the Company’s debt and credit facilities.
The change in the fair value of the cross-currency swap instrument and the foreign currency translation of the senior euro term loan facilities are recorded in
accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets, partially offsetting the foreign currency translation adjustment of the
Company’s related net investment that is also recorded in accumulated other comprehensive loss as reflected in Note 18.
89
The Company has also historically used interest rate swap derivative contracts to reduce its variability of cash flows related to interest payments with respect to its
senior term and senior euro term loan facilities. The interest rate swap contracts exchanged interest payments based on variable rates for interest payments based
on fixed rates. The changes in the fair value of these instruments are recorded in accumulated other comprehensive loss (see Note 18). The interest income or
expense from the cross-currency and interest rate swaps is recorded in interest expense, net in the Company’s Consolidated Statements of Operations consistent
with the classification of interest expense attributable to the underlying debt. The Company did not have any outstanding interest rate swap contracts as of
December 31, 2024.
The following table summarizes the notional values as of December 31, 2024 and 2023 and pretax impact of changes in the fair values of instruments designated as
net investment and cash flow hedges in accumulated other comprehensive loss (“OCI”) for the years ended December 31, 2024 and 2023 ($ in millions):
Notional Amount
Gain Recognized in
OCI
Year Ended December 31, 2024
Foreign currency denominated debt
$
362.4 $
24.0
Foreign currency contract
150.0
9.2
Total
$
512.4 $
33.2
Notional Amount
Loss Recognized in OCI
Year Ended December 31, 2023
Foreign currency denominated debt
$
386.4 $
(8.9)
Foreign currency contract
150.0
(3.3)
Total
$
536.4 $
(12.2)
The Company did not reclassify any deferred gains or losses related to its net investment hedge from accumulated other comprehensive loss to income during the
years ended December 31, 2024 and 2023. In addition, the Company did not have any ineffectiveness related to its net investment hedge and therefore did not
reclassify any portion of the above net investment hedge from accumulated other comprehensive loss into income during the years ended December 31, 2024 and
2023. The cash inflows and outflows associated with the Company’s derivative contract designated as a net investment hedge is classified in investing activities in
the accompanying Consolidated Statements of Cash Flows.
The Company’s derivative instrument, as well as its non-derivative debt instrument designated and qualifying as net investment hedges, were classified as of
December 31, 2024 and 2023, in the Company’s Consolidated Balance Sheets as follows ($ in millions):
2024
2023
Derivative assets:
Other long-term assets
$
5.9
$
—
Derivative liabilities:
Other long-term liabilities
$
—
$
3.3
Nonderivative hedging instruments:
Long-term debt
$
362.4
$
386.4
Amounts related to the Company’s derivative expected to be reclassified from accumulated other comprehensive loss to net income during the next 12 months are
not significant.
90
NOTE 12. FAIR VALUE MEASUREMENTS
Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s assets and liabilities are
required to be carried at fair value and provide for certain disclosures related to the valuation methods used within a valuation hierarchy as established within the
accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in
markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are
derived principally from, or corroborated by, observable market data through correlation; and Level 3 inputs are unobservable inputs based on the Company’s
assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value
measurement in its entirety.
A summary of financial assets and liabilities that are measured at fair value on a recurring basis were as follows ($ in millions):
Quoted Prices in
Active Market
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
December 31, 2024:
Assets:
Cross-currency swap derivative contract
$
—
$
5.9
$
—
$
5.9
Investments in rabbi trust
$
16.0
$
8.2
$
—
$
24.2
Liabilities:
Deferred compensation plans
$
—
$
24.2
$
—
$
24.2
Contingent consideration
$
—
$
—
$
0.3
$
0.3
December 31, 2023:
Liabilities:
Cross-currency swap derivative contract
$
—
$
3.3
$
—
$
3.3
Deferred compensation plans
$
—
$
21.4
$
—
$
21.4
Contingent consideration
$
—
$
—
$
3.8
$
3.8
Derivative Instruments
The cross-currency swap derivative contract was classified as Level 2 in the fair value hierarchy as it is measured using the income approach with the relevant
foreign currency current exchange rates and forward curves as inputs. Refer to Note 11 for additional information.
Deferred Compensation Plans
Deferred compensation obligations are classified as Level 2 inputs and are derived principally from, or corroborated by observable market data.
The deferred compensation obligations are funded through a Company established irrevocable rabbi trust, which holds investments that primarily consist of mutual
funds and corporate owned life insurance policies. The mutual funds are valued based on quoted market prices and therefore are classified as Level 1. The
corporate owned life insurance policies have cash surrender values (which approximate fair value), that derive their values from investments in mutual funds that
are managed by an insurance company, valued using a market approach and therefore are classified within Level 2. Refer to Note 2 for additional information.
Contingent Consideration
Contingent consideration represents a cash hold back intended to be used for certain liabilities related to the Company’s acquisitions. Contingent consideration was
classified as Level 3 in the fair value hierarchy as the estimated fair value was measured using a probability weighted discounted cash flow model.
91
Fair Value of Financial Instruments
The carrying amounts and fair values of the Company’s financial instruments for the years ended December 31 were as follows ($ in millions):
2024
2023
Carrying Amount
Fair Value
Carrying Amount
Fair Value
Assets:
Cross-currency swap derivative contract
$
5.9
$
5.9
$
—
$
—
Investments in rabbi trust
$
24.2
$
24.2
$
—
$
—
Liabilities:
Contingent consideration
$
0.3
$
0.3
$
3.8
$
3.8
Cross-currency swap derivative contract
$
—
$
—
$
3.3
$
3.3
Convertible senior notes due 2028
$
489.7
$
450.0
$
486.9
$
455.7
Convertible senior notes due 2025
$
116.0
$
125.4
$
115.3
$
145.1
Other debt
$
788.6
$
788.6
$
911.2
$
911.2
The fair value of long-term debt approximates the carrying value as these borrowings are based on variable market rates. The fair value of the convertible senior
notes due 2028 and convertible senior notes due 2025 were determined based on the quoted bid price of the convertible senior notes in an over-the-counter market
on December 31, 2024 and 2023. The convertible senior notes are considered as Level 2 of the fair value hierarchy. The fair values of cash and cash equivalents,
which consist primarily of money market funds, time and demand deposits, trade accounts receivables and trade accounts payable approximate their carrying
amounts due to the short-term maturities of these instruments.
Refer to Note 13 for information related to the fair value of the Company sponsored defined benefit pension plan assets.
NOTE 13. PENSION AND OTHER BENEFIT PLANS
Certain of the Company’s employees participate in defined benefit pension plans and under certain of these plans, benefit accruals continue. In general, the
Company’s policy is to fund these plans based on considerations relating to legal requirements, underlying asset returns, the plan’s funded status, the anticipated
deductibility of the contribution, local practices, market conditions, interest rates and other factors.
92
The following sets forth the funded status of the Company’s plans as of the most recent actuarial valuations using measurement dates of December 31 ($ in
millions):
Pension Benefits
2024
2023
Change in pension benefit obligation:
Benefit obligation at beginning of year
$
(111.4)
$
(97.5)
Service cost
(4.7)
(4.5)
Interest cost
(3.3)
(3.8)
Employee contributions
(2.4)
(2.4)
Benefits and other expenses paid
2.3
2.4
Actuarial gain (loss)
0.5
(8.6)
Amendments, settlements and curtailments
23.3
10.6
Foreign exchange rate impact
8.5
(7.6)
Benefit obligation at end of year
(87.2)
(111.4)
Change in plan assets:
Fair value of plan assets at beginning of year
75.5
74.4
Actual return on plan assets
0.1
2.7
Employer contributions
5.1
5.2
Employee contributions
2.4
2.4
Amendments and settlements
(23.2)
(11.6)
Benefits and other expenses paid
(2.3)
(2.5)
Foreign exchange rate impact
(4.7)
4.9
Fair value of plan assets at end of year
52.9
75.5
Funded status
$
(34.3)
$
(35.9)
Weighted average assumptions used to determine benefit obligations at date of measurement:
December 31,
2024
2023
Discount rate
2.7 %
3.2 %
Rate of compensation increase
2.6 %
2.2 %
Components of net periodic pension cost:
Year Ended December 31,
($ in millions)
2024
2023
2022
Service cost
$
(4.7)
$
(4.5)
$
(5.5)
Interest cost
(3.3)
(3.8)
(1.8)
Expected return on plan assets
2.8
3.0
2.6
Amortization of prior service credit and initial net obligation
0.4
0.4
0.3
Amortization of actuarial gain
0.4
1.4
0.1
Net settlement and curtailment gain
0.1
1.5
1.9
Net periodic pension cost
$
(4.3)
$
(2.0)
$
(2.4)
93
The following table represents the service cost and other net periodic benefit costs of the defined benefit pension plans incurred during the years ended
December 31, 2024, 2023 and 2022 ($ in millions):
2024
2023
2022
Service cost:
Cost of goods sold
$
(1.7)
$
(1.5)
$
(0.8)
Selling, general and administrative
(2.9)
(3.0)
(4.7)
Other net periodic pension costs:
Other income
0.3
2.5
3.1
Total
$
(4.3)
$
(2.0)
$
(2.4)
Weighted average assumptions used to determine net periodic pension cost at date of measurement:
Year Ended December 31,
2024
2023
Discount rate
3.6 %
5.5 %
Expected long-term return on plan assets
3.9 %
3.9 %
Rate of compensation increase
2.7 %
2.8 %
The discount rate reflects the market rate on December 31 of the prior year for high-quality fixed-income investments with maturities corresponding to the
Company’s benefit obligations and is subject to change each year. The rates appropriate for each plan are determined based on investment grade instruments with
maturities approximately equal to the average expected benefit payout under the plan. The Company periodically updates the mortality assumptions used to
estimate the projected benefit obligation.
Included in accumulated other comprehensive loss as of December 31, 2024 are the following amounts that have not yet been recognized in net periodic pension
cost: unrecognized prior service credits of $1.7 million ($1.2 million, net of tax) and unrecognized actuarial gain of $3.8 million ($2.7 million, net of tax). The
unrecognized actuarial gain and prior service credits, net, are calculated as the difference between the actuarially determined projected benefit obligation and the
value of the plan assets less accrued pension costs as of December 31, 2024. The amounts included in accumulated comprehensive loss expected to be recognized
in net periodic pension costs during the year ending December 31, 2025 is a prior service credit of $0.4 million ($0.3 million, net of tax) and an actuarial gain of
$0.2 million ($0.1 million, net of tax), respectively.
Selection of Expected Rate of Return on Assets
The expected rate of return reflects the asset allocation of the plans and is based primarily on contractual earnings rates included in existing insurance contracts as
well as on broad, publicly-traded equity and fixed-income indices and forward-looking estimates of active portfolio and investment management. Long-term rate
of return on asset assumptions for the plans were determined on a plan-by-plan basis based on the composition of assets and ranged from 3.5% to 4.1% for both
2024 and 2023, with a weighted average rate of return assumption of 3.9% for both 2024 and 2023.
Plan Assets
Plan assets are invested in various insurance contracts, equity and debt securities as determined by the administrator of each plan.
For the year ended December 31, 2023, the Company had some investments that were valued using Net Asset Value (“NAV”) as a practical expedient. In addition,
some of the investments valued using NAV may only allow redemption monthly, quarterly, semiannually or annually and require up to 90 days prior written notice.
These investments valued using NAV primarily consist of mutual funds which allow the Company to diversify the portfolio.
94
The fair values of the Company’s pension plan assets as of December 31, 2024, by asset category, were as follows ($ in millions):
Quoted Prices in
Active Market
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Cash and cash equivalents
$
5.5
$
—
$
—
$
5.5
Insurance contracts
—
—
47.4
47.4
Total assets at fair value
$
5.5
$
—
$
47.4
$
52.9
The following table summarizes the changes in Level 3 pension plan assets measured at fair value on a recurring basis for the year ended December 31, 2024 ($ in
millions):
Fair Value at January 1
Return on Plan Assets
Net Purchases /
(Settlements)
Transfers Into/(Out of)
Level 3
Fair Value at December
31
Insurance contracts
$
50.2
$
(3.0)
$
0.2
$
—
$
47.4
The fair values of the Company’s pension plan assets as of December 31, 2023, by asset category, were as follows ($ in millions):
Quoted Prices in
Active Market
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Cash and cash equivalents
$
8.5
$
—
$
—
$
8.5
Insurance contracts
—
—
50.2
50.2
Total
$
8.5
$
—
$
50.2
$
58.7
Investments measured at NAV :
Mutual funds
16.8
Total assets at fair value
$
75.5
______________
The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total plan assets.
The following table summarizes the changes in Level 3 pension plan assets measured at fair value on a recurring basis for the year ended December 31, 2023 (in
millions):
Fair Value at January 1
Return on Plan Assets
Net Purchases /
(Settlements)
Transfers Into/(Out of)
Level 3
Fair Value at December
31
Insurance contracts
$
49.7
$
6.0
$
(5.5)
$
—
$
50.2
Insurance contracts are valued at carrying value, which approximates fair value, and are calculated using the prior-year balance plus or minus investment returns
and changes in cash flows. Mutual funds are valued using the NAV based on the information provided by the asset fund managers, which reflects the plan’s share
of the fair value of the net assets of the investment.
The methods described above may produce a fair value estimate that may not be indicative of net realizable value or reflective of future fair values. Furthermore,
while the Company believes the valuation methods are appropriate and consistent with the methods used by other market participants, the use of different
methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
(a)
(a)
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Expected Contributions
During 2024, the Company contributed $5.1 million to its defined benefit pension plans. During 2025, the Company’s cash contribution requirements for its
defined benefit pension plans are expected to be approximately $5.5 million.
The following sets forth benefit payments, which reflect expected future service, as appropriate, at December 31, 2024, are expected to be paid by the plans in the
periods indicated ($ in millions):
2025
$
4.7
2026
$
4.3
2027
$
5.0
2028
$
4.6
2029
$
4.7
2030 - 2034
$
27.1
Other Matters
U.S. employees not covered by defined benefit plans are generally covered by defined contribution plans, which provide for Company funding based on a
percentage of compensation. The Company provides eligible employees the opportunity to participate in defined contribution savings plans (commonly known
as 401(k) plans). Employees may contribute to various investment alternatives. In most of these plans, the Company matches a portion of the employees’
contributions. The Company’s contributions to these plans amounted to $19.8 million, $12.1 million and $19.1 million for the years ended December 31, 2024,
2023 and 2022, respectively.
A limited number of the Company’s subsidiaries, primarily outside of the United States, participate in multiemployer defined benefit plans that require the
Company to periodically contribute funds to the plan. Multi-employer pension plans are designed to cover employees from multiple employers. These plans allow
multiple employers to pool their pension resources and realize efficiencies associated with the daily administration of the plan. The risks of participating in a
multiemployer plan differ from the risks of participating in a single-employer plan in the following respects: (1) assets contributed to the multiemployer plan by
one employer may be used to provide benefits to employees of other participating employers, (2) if a participating employer ceases contributing to the plan, the
unfunded obligations of the plan may be required to be borne by the remaining participating employers and (3) if the Company elects to stop participating in the
plan, the Company may be required to pay the plan an amount based on the unfunded status of the plan.
The Company’s expense (income) for multiemployer pension plans totaled $1.0 million, $(0.3) million and $1.6 million for the years ended December 31, 2024,
2023 and 2022, respectively.
NOTE 14. WARRANTY
The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and
workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty periods depend on the nature of the
product and range from 90 days up to the life of the product. The amount of the accrued warranty liability is determined based on historical information such as
past experience, product failure rates or number of units repaired, estimated cost of material and labor and in certain instances estimated property damage. The
accrued warranty liability is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known. At
December 31, 2024 and December 31, 2023, the warranty liability was $8.4 million and $9.0 million, respectively.
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NOTE 15. LITIGATION AND CONTINGENCIES
The Company records accruals for loss contingencies associated with legal matters when it is probable that a liability will be incurred, and the amount of the loss
can be reasonably estimated.
If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the
range is accrued. If a loss does not meet the known or probable level but is reasonably possible, it is disclosed if deemed material and if such loss or range of loss
can be reasonably estimated, the estimated loss or range of loss is disclosed. The Company’s reserves consist of specific reserves for individual claims and
additional amounts for anticipated developments of these claims as well as for incurred but not yet reported claims. The specific reserves for individual known
claims are quantified with the assistance of legal counsel and outside risk professionals where appropriate. In addition, outside risk professionals assist in the
determination of reserves for certain incurred but not yet reported claims through evaluation of the Company’s specific loss history, actual claims reported and
industry trends among statistical and other factors. The Company has determined that the liabilities associated with certain litigation matters are probable and can
be reasonably estimated and has accrued $32.4 million and $38.0 million as of December 31, 2024 and 2023, respectively, which are included in accrued liabilities
in the Consolidated Balance Sheets. The Company has accrued for these matters and will continue to monitor each related legal issue and adjust accruals as might
be warranted based on new information and further developments in accordance with ASC 450-20-25. Amounts accrued for legal contingencies often result from a
complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. The ability
to make such estimates and judgments can be affected by various factors including, among other things, whether damages sought in the proceedings are
unsubstantiated or indeterminate; legal discovery has not commenced or is not complete; proceedings are in early stages; matters present legal uncertainties; there
are significant facts in dispute; procedural or jurisdictional issues; the uncertainty and unpredictability of the number of potential claims; or there are numerous
parties involved. To the extent adverse verdicts have been rendered against the Company, the Company does not record an accrual until a loss is determined to be
probable and can be reasonably estimated. In the Company's opinion, based on its examination of these matters, its experience to date and discussions with
counsel, the ultimate outcome of legal proceedings, net of liabilities accrued in the Company's Consolidated Balance Sheets, is not expected to have a material
adverse effect on the Company's financial position. However, the resolution of or increase in accruals for, one or more of these matters in any reporting period may
have a material adverse effect on the Company’s results of operations and cash flows for that period.
The Company is subject to various environmental laws and regulations both within and outside of the United States. The operations of the Company involve the
use of substances regulated under environmental laws, primarily in manufacturing processes. While it is difficult to quantify the potential impact of continuing
compliance with environmental protection laws or potential enforcement actions by regulatory agencies, management believes that such compliance or potential
enforcement actions will not have a material impact on the Company’s financial position, results of operations, or liquidity.
As of December 31, 2024, the Company had $12.6 million of guarantees consisting primarily of outstanding standby letters of credit and bank guarantees. These
guarantees have been provided in connection with certain arrangements with vendors, customers, insurance providers, financing counterparties and governmental
entities to secure the Company’s obligations and/or performance requirements related to specific transactions.
97
NOTE 16. DEBT AND CREDIT FACILITIES
The components of the Company’s debt as of December 31, were as follows, net of debt discount and debt issuance costs ($ in millions):
2024
2023
Senior term loan facility due 2028 (the “2028 Term Loan”)
$
427.0
$
525.8
Senior euro term loan facility due 2028 (the “2028 Euro Term Loan”)
361.6
385.4
Convertible senior notes due 2028 (the “2028 Convertible Notes”)
489.7
486.9
Convertible senior notes due 2025 (the “2025 Convertible Notes”)
116.0
115.3
Total debt
1,394.3
1,513.4
Less: current portion
(116.0)
(115.3)
Long-term debt
$
1,278.3
$
1,398.1
The Company’s contractual minimum principal payments are as follows ($ in millions):
2025
$
116.3
2026
—
2027
—
2028
1,292.6
Total
$
1,408.9
Credit Facilities
On August 31, 2023, the Company entered into a second amended and restated credit agreement (the “Second Amended Credit Agreement”), which amends and
restates the Company’s credit agreement dated June 15, 2021. Under the Second Amended Credit Agreement, the Company entered into the 2028 Term Loan for
$530.0 million and the 2028 Euro Term Loan for €350.0 million (collectively the “2028 Term Loans”). The Second Amended Credit Agreement also includes a
revolving credit facility (together with the 2028 Term Loans, the “Senior Credit Facilities”) with an aggregate available borrowing capacity of $750.0 million and a
$30.0 million sublimit for the issuance of standby letters of credit that can be used for working capital and other general corporate purposes. The Company may
request further increases to the revolving credit facility by an amount that is the greater of 100% of Consolidated EBITDA or $525.0 million. As of December 31,
2024 and December 31, 2023 there were no borrowings outstanding under this revolving credit facility. The Senior Credit Facilities mature on August 31, 2028,
and are subject to an earlier maturity date of 91 days prior to the maturity date of the 2028 Convertible Notes, if more than $250.0 million of such notes are
outstanding at that time. The proceeds from the 2028 Term Loans were used to pay outstanding balances of the Term Loans under our prior credit facility. The
Company paid fees aggregating approximately $5.2 million in connection with the Second Amended Credit Agreement. The Company repaid $100.0 million of the
2028 Term Loan during the year ended December 31, 2024.
Under the Senior Credit Facilities, borrowings bear interest as follows: (1) Term SOFR Loans (as defined in the Second Amended Credit Agreement) bear interest
at a variable rate on a forward-looking Secured Overnight Financing Rate (“SOFR”) term rate plus 0.10% credit spread adjustment plus a margin of between
0.910% and 1.625%, depending on the Company’s Consolidated Leverage Ratio (as defined in the Second Amended Credit Agreement) as of the last day of the
immediately preceding fiscal quarter; and (2) Base Rate Loans (as defined in the Second Amended Credit Agreement) bear interest at a variable rate equal to (a)
the highest of (i) the Federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 0.50%, (ii) Bank of America’s “prime rate”
as publicly announced from time to time, (iii) the Term SOFR (as defined in the Second Amended Credit Agreement) plus 1.0% and (iv) 1.0%, plus a margin of
between 0.0% and 0.625%, depending on the Company’s Consolidated Leverage Ratio as of the last day of the immediately preceding fiscal quarter. In no event
will Term SOFR Loans or Base Rate Loans bear interest at a rate lower than 0.0%. In addition, the Company is required to pay a per annum facility fee of between
0.09% and 0.225% depending on the Company’s Consolidated Leverage Ratio as of the last day of the immediately preceding fiscal quarter and based on the
aggregate commitments under the revolving credit facility, whether drawn or not.
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The interest rates for borrowings under the 2028 Term Loan were 6.08% and 6.70% as of December 31, 2024 and December 31, 2023, respectively. The interest
rates for borrowings under the 2028 Euro Term Loan were 4.31% and 5.00% as of December 31, 2024 and December 31, 2023, respectively. Interest is payable
monthly for the 2028 Term Loans. The Company is required to maintain a Consolidated Leverage Ratio of 4.00 to 1.00 or less and includes a provision that the
maximum Consolidated Leverage Ratio will be increased to 4.50 to 1.00 for the three consecutive full fiscal quarters immediately following the consummation of
any acquisition by the Company or any subsidiary of the Company in which the purchase price exceeds $100.0 million. The Company is also required to maintain
a Consolidated Interest Coverage Ratio (as defined in the Second Amended Credit Agreement) of at least 3.00 to 1.00. The Company is subject to customary
representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants, including covenants that, among other
things, limit or restrict the Company’s and/or the Company’s subsidiaries’ ability, subject to certain exceptions and qualifications, to incur liens or indebtedness,
merge, consolidate or sell or otherwise transfer assets, make dividends or distributions, enter into transactions with the Company’s affiliates and use proceeds of the
debt financing for other than permitted uses. Additionally, upon the occurrence and during the continuance of an event of default, the lenders may declare the
outstanding advances and all other obligations immediately due and payable. The Company was in compliance with all of its debt covenants as of December 31,
2024.
2028 Convertible Notes
On August 10, 2023, the Company issued the 2028 Convertible Notes due on August 15, 2028, unless earlier repurchased, redeemed or converted. The aggregate
principal amount, which includes the initial purchasers’ exercise in full of their option to purchase an additional $65.2 million principal amount, was
$500.2 million. The net proceeds from the issuance, after deducting purchasers’ discounts and estimated offering expenses, were $485.9 million. The Company
used a portion of the net proceeds to pay the cash portion of the consideration in the exchange transaction described below under “2025 Convertible Notes.”
The 2028 Convertible Notes accrue interest at a rate of 1.75% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. The 2028
Convertible Notes have an initial conversion rate of 21.5942 shares of the Company’s common stock per $1,000 principal amount, which is equivalent to an initial
conversion price of approximately $46.31 per share of the Company’s common stock and is subject to adjustment upon the occurrence of specified events. The
2028 Convertible Notes are governed by an indenture dated as of August 10, 2023 (the “Indenture”) between the Company and Wilmington Trust, National
Association, as trustee. The Indenture does not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or
other indebtedness or the issuance or repurchase of the Company’s securities by the Company.
The 2028 Convertible Notes are senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured
indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2028 Convertible Notes; (iii)
effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv)
structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder
thereof) preferred equity, if any, of the Company’s subsidiaries.
Holders of the 2028 Convertible Notes may convert at any time on or after February 15, 2028 until the close of business on the second scheduled trading day
immediately before the maturity date. Holders will also have the right to convert prior to February 15, 2028, but only upon the occurrence of specified events. The
Company will settle any convertible note conversions through a combination settlement by satisfying the principal amount outstanding with cash and any
convertible note conversion value in excess of the principal amount in cash or shares of the Company’s common stock or any combination thereof. If a
fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2028 Convertible Notes for cash at a
repurchase price equal to 100% of the principal amount plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity
date, the Company would increase the conversion rate for a holder who elects to convert in connection with such an event in certain circumstances. As of
December 31, 2024, none of the conditions permitting early conversion by holders had been met, therefore, the 2028 Convertible Notes are classified as long-term
debt.
99
The 2028 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after August 17, 2026 and
on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount to be redeemed, plus
accrued and unpaid interest, if any, to, but excluding the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds
130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including,
the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company
sends such notice. In addition, calling any 2028 Convertible Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the
Indenture) with respect to that 2028 Convertible Note, in which case the conversion rate applicable to the conversion will be increased in certain circumstances if it
is converted after it is called for redemption.
The 2028 Convertible Notes are accounted for in accordance with ASC 470 “Debt” and ASC 815 “Derivatives and Hedging.” The Company has evaluated all the
embedded conversion options contained in the 2028 Convertible Notes to determine if there are embedded features that require bifurcation as a derivative as
required by U.S. GAAP. Based on the Company’s analysis, it accounts for the 2028 Convertible Notes as single units of accounting, a liability, because the
Company concluded that the conversion features do not require bifurcation as a derivative.
2025 Convertible Notes
On May 21, 2020, the Company issued the 2025 Convertible Notes due on June 1, 2025, unless earlier repurchased, redeemed or converted. The aggregate
principal amount, which includes the initial purchasers’ exercise in full of their option to purchase an additional $67.5 million principal amount was $517.5
million. The net proceeds from the issuance, after deducting purchasers’ discounts and estimated offering expenses, were $502.6 million. The Company used part
of the net proceeds to pay for the capped call transactions (“Capped Calls”) as further described below.
On August 10, 2023, the Company entered into exchange agreements with a limited number of holders of the 2025 Convertible Notes to exchange $401.2 million
principal amount of the 2025 Convertible Notes for aggregate consideration which consisted of approximately $403.0 million in cash, which included accrued
interest, and approximately 8.4 million shares of the Company’s common stock (the “Notes Exchanges”). The Company recognized a non-cash inducement charge
of $28.5 million in connection with the Notes Exchanges which was recorded within Other Expense in the Consolidated Statements of Operations, a reduction of
$4.4 million of unamortized debt issuance costs, and an increase in additional paid-in capital of $24.1 million.
The 2025 Convertible Notes accrue interest at a rate of 2.375% per annum, payable semi-annually in arrears on June 1 and December 1 of each year. The 2025
Convertible Notes have an initial conversion rate of 47.5862 shares of the Company’s common stock per $1,000 principal amount, which is equivalent to an initial
conversion price of approximately $21.01 per share of the Company’s common stock and is subject to adjustment upon the occurrence of specified events. The
2025 Convertible Notes are governed by an indenture dated as of May 21, 2020 (the “2025 Convertible Note Indenture”) between the Company and Wilmington
Trust, National Association, as trustee. The 2025 Convertible Note Indenture does not contain any financial covenants or any restrictions on the payment of
dividends, the incurrence of senior debt or other indebtedness or the issuance or repurchase of the Company’s securities by the Company.
The 2025 Convertible Notes are senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured
indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2025 Convertible Notes; (iii)
effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv)
structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder
thereof) preferred equity, if any, of the Company’s subsidiaries.
100
Holders may convert at any time until the close of business on the second scheduled trading day preceding the maturity date. The Company will settle any
convertible note conversions through a combination settlement by satisfying the principal amount outstanding with cash and any convertible note conversion value
in excess of the principal amount in cash or shares of the Company’s common stock or any combination thereof. If a fundamental change occurs prior to the
maturity date, holders may require the Company to repurchase all or a portion of their 2025 Convertible Notes for cash at a repurchase price equal to 100.0% of the
principal amount plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date, the Company would increase the
conversion rate for a holder who elects to convert in connection with such an event in certain circumstances. The 2025 Convertible Notes are classified as short-
term debt as of December 31, 2024 and December 31, 2023.
The 2025 Convertible Notes are redeemable, in whole or in part, at the Company’s option at any time, on or before the 40th scheduled trading day immediately
before the maturity date, at a cash redemption price equal to the principal amounts to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the
redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130.0% of the conversion price on (i) each of at least 20
trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the
Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any 2025
Convertible Note for redemption will constitute a “Make-Whole Fundamental Change”, as defined in the 2025 Convertible Note Indenture, in which case the
conversion rate applicable to the conversion will be increased in certain circumstances if it is converted after it is called for redemption.
The following table sets forth total interest expense recognized related to convertible notes ($ in millions):
Year Ended December 31,
2024
2023
Contractual interest expense:
2028 Convertible Notes
$
8.8 $
3.4
2025 Convertible Notes
2.8
9.1
Amortization of debt issuance costs:
2028 Convertible Notes
2.8
1.0
2025 Convertible Notes
0.7
2.0
Total interest expense
$
15.1 $
15.5
For the years ended December 31, 2024 and 2023, the debt issuance costs were amortized using an annual effective interest rate of 2.4% and 3.0% for the 2028
Convertible Notes and the 2025 Convertible Notes, respectively.
As of December 31, 2024, the if-converted value of the 2025 Convertible Notes and the 2028 Convertible Notes did not exceed their respective outstanding
principal amounts. As of December 31, 2023, the if-converted value of the 2025 Convertible Notes exceeded the outstanding principal amount by $16.9 million,
while the if-converted value of the 2028 Convertible Notes did not exceed the outstanding principal.
Debt Issuance Costs
The remaining unamortized debt issuance costs for debt outstanding were as follows ($ in millions):
Year Ended December 31,
2024
2023
2028 Convertible Notes
$
10.5 $
13.3
2025 Convertible Notes
0.3
1.0
2028 Term Loan
3.0
4.2
2028 Euro Term Loan
0.8
1.0
$
14.6 $
19.5
The above unamortized debt issuance costs have been netted against their respective aggregate principal amounts of the related debt and are being amortized to
interest expense over the term of the respective debt.
101
Capped Call Transactions
In connection with the offering of the 2025 Convertible Notes, the Company entered into Capped Calls with certain counterparties. The Capped Calls have an
initial strike price of approximately $21.01 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2025 Convertible
Notes. The Capped Calls have initial cap prices of $23.79 per share, subject to certain adjustments. The Capped Calls are generally intended to reduce or offset the
potential dilution from shares of common stock issued upon any conversion of the 2025 Convertible Notes with such reduction or offset, as the case may be,
subject to a cap based on the cap price. In connection with the Notes Exchanges as discussed above, the Company completed a partial unwind of the Capped Calls.
As the Capped Call transactions are considered indexed to the Company's own stock and are considered equity classified, they are recorded in equity and are not
accounted for as derivatives. The cost of $20.7 million incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital.
NOTE 17. STOCK TRANSACTIONS AND STOCK-BASED COMPENSATION
Capital Stock
Under the Company’s amended and restated certificate of incorporation, the Company’s authorized capital stock consists of 500.0 million shares of common stock
with a par value of $0.01 per share and 15.0 million shares of preferred stock with a par value of $0.01 per share. No preferred shares were issued or outstanding as
of December 31, 2024 and 2023.
Each share of the Company’s common stock entitles the holder to one vote on all matters to be voted upon by common stockholders. The Company’s Board of
Directors (the “Board”) is authorized to issue shares of preferred stock in one or more series and has discretion to determine the rights, preferences, privileges and
restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The
Board’s authority to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of
common stock, could potentially discourage attempts by third parties to obtain control of the Company through certain types of takeover practices.
The following table summarizes the Company’s stock activity (shares in millions):
Year Ended December 31,
2024
2023
2022
Common stock - shares issued:
Balance, beginning of period
173.3
163.7
162.0
Issuance of common stock
0.9
9.6
1.7
Balance, end of period
174.2
173.3
163.7
Stock-Based Compensation
The Company adopted the 2019 Omnibus Incentive Plan (the “Stock Plan”) that provides for the grant of stock appreciation rights, restricted stock units (“RSUs”),
and performance stock units (‘PSUs”) (collectively, “Stock Awards”), as well as stock options (“Options”) and performance stock options (“PSOs”). A total of
21.0 million shares of the Company’s common stock have been authorized for issuance under the Stock Plan. Under the Stock Plan, stock-based grants are
awarded at a price equal to the fair market value at the date of grant based upon the closing price on that date. Options and Stock Awards generally vest over a
period of three to five years. Options expire ten years after the date of grant.
RSUs issued under the Stock Plan provide for the issuance of a share of the Company’s common stock at no cost to the holder. The RSUs granted to employees
provide for time-based vesting, generally over a three to five-year period. Prior to vesting, RSUs granted under the Stock Plan do not have dividend equivalent
rights, do not have voting rights and the shares underlying the RSUs are not considered issued and outstanding. PSUs and PSOs issued under the Stock
Plan provide for the issuance of a share, or the right to purchase a share at a designated price, respectively, of the Company’s common stock based on the
achievement of various financial performance metric targets and market conditions, which are set at the time of grant.
102
The Company accounts for stock-based compensation by measuring all RSUs, PSOs, PSUs and Options at fair value as of the grant date. The Company generally
recognizes compensation expense net of an estimated forfeiture rate on a straight-line basis over the requisite service period (which is generally the vesting period
but may be shorter than the vesting period if the employee becomes retirement eligible before the end of the vesting period), except for RSUs compensation
expense which is recognized using an accelerated attribution method. The fair value for RSU awards is calculated using the closing price of the Company’s
common stock on the date of grant. The fair value of the Options granted is calculated using a Black-Scholes option pricing model (“Black-Scholes”).
On January 21, 2022, the Company finalized an RSU agreement with Pacific Dental Services (“PDS”) which awarded PDS RSUs with a fair value of $12.5
million, or 273,522 RSUs, based on the Company’s stock price on December 23, 2021. The RSUs vest over approximately four years and contain performance
milestones. As of December 31, 2024, 91,174 RSUs vested and were released as a result of a performance milestone achievement. The remaining 182,348 RSUs
remained unvested as of December 31, 2024.
The following summarizes the assumptions used in the Black-Scholes model to value Options granted during the years ended December 31:
2024
2023
2022
Risk-free interest rate
3.7 – 4.5%
3.9 – 4.4%
1.9 – 3.1%
Weighted average volatility
34.9 %
35.2 %
33.6 %
Dividend yield
— %
— %
— %
Expected years until exercise
6.0
6.0
6.0
The risk-free rate of interest for periods within the contractual life of the awards is based on a zero-coupon U.S. government instrument with a maturity period that
approximates the award’s expected term. The weighted average volatility used in the Black-Scholes model to value Options was estimated based on an average
historical stock price volatility of a peer group of companies. The dividend yield was 0.0% as the Company does not offer a dividend. To estimate the option
exercise timing used in the valuation model, in addition to considering the vesting period and contractual term of the Option, the Company analyzes and considers
actual historical exercise experience for previously granted awards.
The amount of stock-based compensation expense recognized during a period is also based on the portion of the awards that are ultimately expected to vest. The
Company estimates pre-vesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures
differ from those estimates. The Company has estimated an annual forfeiture rate of 12.0% for the years ended December 31, 2024 and 2023, and 6.0%, for the
year ended December 31, 2022.
The following summarizes the components of the Company’s stock-based compensation expense for the years ended December 31 ($ in millions):
2024
2023
2022
RSUs / PSUs
$
25.7
$
20.3
$
19.3
Options / PSOs
9.6
10.4
11.2
Total stock-based compensation expense
$
35.3
$
30.7
$
30.5
The Company’s stock-based compensation is primarily recognized as a component of selling, general and administrative expenses in the accompanying
Consolidated Statements of Operations. As of December 31, 2024, $43.3 million of total unrecognized compensation cost related to PSOs/Options and RSUs/PSUs
is expected to be recognized over a weighted average period of approximately two years.
103
The following summarizes the Company’s Option and PSO activity (in millions; except price per share and numbers of years):
Number of Stock
Options / PSOs
Weighted
Average
Exercise Price
Weighted Average
Remaining
Contractual Term
(in years)
Aggregate
Intrinsic
Value
Outstanding as of December 31, 2021
7.9
$
24.16
Granted
0.5
$
48.23
Exercised
(1.2)
$
18.61
Cancelled/forfeited
(0.7)
$
30.29
Outstanding as of December 31, 2022
6.5
$
26.24
Granted
0.4
$
38.03
Exercised
(0.6)
$
18.87
Cancelled/forfeited
(0.7)
$
35.19
Outstanding as of December 31, 2023
5.6
$
26.90
Granted
2.6
$
19.67
Exercised
(0.2)
$
15.04
Cancelled/forfeited
(0.6)
$
29.24
Outstanding as of December 31, 2024
7.4
$
24.51
5.9
$
4.1
Vested and expected to vest as of December 31, 2024
7.0
$
24.80
5.6
$
3.8
Vested as of December 31, 2024
4.7
$
25.58
4.3
$
2.8
Options and PSOs outstanding as of December 31, 2024 are summarized below (in millions; except price per share and numbers of years):
Outstanding
Exercisable
Exercise Price
Number of Stock
Options / PSOs
Average
Exercise Price
Average
Remaining
Life
(in years)
Number of Stock
Options / PSOs
Average
Exercise Price
$12.54 to $16.51
0.5
$
14.63
1.5
0.5
$
14.63
$16.52 to $18.97
1.8
$
18.47
9.4
0.3
$
18.28
$18.98 to $25.13
2.6
$
21.09
4.8
1.9
$
20.57
$25.14 to $37.94
1.9
$
31.39
4.9
1.7
$
31.94
$37.95 to $48.52
0.6
$
43.06
6.6
0.3
$
44.58
The intrinsic value of Options and PSOs are calculated as the amount by which the market price of the Company’s stock exceeds the exercise price of the Option /
PSO. The aggregate intrinsic value of Options and PSOs exercised during the years ended December 31, 2024, 2023 and 2022 was $0.8 million, $9.0 million and
$31.0 million, respectively.
104
The following summarizes information on unvested RSU and PSU activity related to the Company’s employees and non-employee directors (in millions; except
weighted average grant-date fair value):
Number of
RSUs/PSUs
Weighted Average
Grant-Date Fair Value
Unvested at December 31, 2021
1.7
$
26.82
Granted
0.6
$
47.80
Vested
(0.5)
$
24.85
Forfeited
(0.3)
$
33.62
Unvested at December 31, 2022
1.5
$
34.85
Granted
1.0
$
39.93
Vested
(0.6)
$
30.93
Forfeited
(0.2)
$
39.44
Unvested at December 31, 2023
1.7
$
38.56
Granted
2.2
$
21.07
Vested
(0.7)
$
33.87
Forfeited
(0.3)
$
30.45
Unvested at December 31, 2024
2.9
$
27.37
The Company recognizes tax benefits for stock compensation in certain jurisdictions, primarily the United States, where tax deductions are based on market value
at exercise or release and may exceed the grant-date value. The Company realized such tax benefits of $0.1 million, $1.3 million, and $3.5 million in 2024, 2023,
and 2022, related to the exercise of Options and PSOs. For excess tax benefits related to the vesting RSUs and PSUs, the Company did not realize such excess tax
benefits for the year ended December 31, 2024, and for the years ended December 31, 2023 and 2022 realized tax benefits of $0.2 million and $1.1 million,
respectively. For all periods presented, the tax benefits were included as a component of income tax expense and as an operating cash inflow in the accompanying
Consolidated Financial Statements.
In connection with the exercise of certain Options and the vesting of RSUs and PSUs, a number of shares sufficient to fund statutory minimum tax withholding
requirements has been withheld from the total shares issued or released to the award holders (though under the terms of the applicable plan, the shares are
considered to have been issued and are not added back to the pool of shares available for grant). During the year ended December 31, 2024, 242.0 thousand shares
with an aggregate value of $5.3 million were withheld to satisfy the requirement. During the year ended December 31, 2023, 214.8 thousand shares with an
aggregate value of $7.9 million were withheld to satisfy the requirement.
NOTE 18. ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component are summarized below ($ in millions):
105
Foreign Currency
Translation
Adjustments
Unrealized Gain
(Loss) on Cash
Flow Hedges
Unrealized
Pension Costs
Total Accumulated
Other
Comprehensive Loss
Balance, December 31, 2021
$
(139.6)
$
(1.7)
$
(2.2) $
(143.5)
Other comprehensive loss before reclassifications:
(Decrease) increase
(80.5)
2.2
24.6
(53.7)
Income tax impact
(20.4)
(0.5)
(5.2)
(26.1)
Other comprehensive (loss) income before reclassifications, net of income taxes
(100.9)
1.7
19.4
(79.8)
Amounts reclassified from accumulated other comprehensive loss income:
Decrease
—
—
(2.3)
(2.3)
Income tax impact
—
—
0.5
0.5
Amounts reclassified from accumulated other comprehensive loss, net of income taxes
—
—
(1.8)
(1.8)
Net current period other comprehensive (loss) income, net of income taxes
(100.9)
1.7
17.6
(81.6)
Balance, December 31, 2022
$
(240.5)
$
—
$
15.4 $
(225.1)
Other comprehensive loss before reclassifications:
Increase (decrease)
13.8
—
(7.7)
6.1
Income tax impact
3.0
—
1.5
4.5
Other comprehensive income (loss) before reclassifications, net of income taxes
16.8
—
(6.2)
10.6
Amounts reclassified from accumulated other comprehensive loss income:
Decrease
—
—
(3.3)
(3.3)
Income tax impact
—
—
0.6
0.6
Amounts reclassified from accumulated other comprehensive loss, net of income taxes
—
—
(2.7)
(2.7)
Net current period other comprehensive income (loss), net of income taxes
16.8
—
(8.9)
7.9
Balance, December 31, 2023
$
(223.7)
$
—
$
6.5 $
(217.2)
Other comprehensive loss before reclassifications:
Decrease
(143.1)
—
(2.6)
(145.7)
Income tax impact
(8.3)
—
0.6
(7.7)
Other comprehensive loss before reclassifications, net of income taxes
(151.4)
—
(2.0)
(153.4)
Amounts reclassified from accumulated other comprehensive loss income:
Decrease
—
—
(0.7)
(0.7)
Income tax impact
—
—
0.2
0.2
Amounts reclassified from accumulated other comprehensive loss, net of income taxes
—
—
(0.5)
(0.5)
Net current period other comprehensive loss, net of income taxes
(151.4)
—
(2.5)
(153.9)
Balance, December 31, 2024
$
(375.1)
$
—
$
4.0 $
(371.1)
106
NOTE 19. REVENUE
The following table presents the Company’s revenues disaggregated by geographical region for the years ended December 31, 2024 and 2023 ($ in millions). Sales
taxes and other usage-based taxes collected from customers are excluded from revenues. The Company has historically defined emerging markets as developing
markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure, including Eastern Europe, the Middle East,
Africa, Latin America and Asia (with the exception of Japan and Australia). The Company defines developed markets as all markets of the world that are not
emerging markets.
Year Ended December 31, 2024
Specialty Products
& Technologies
Equipment &
Consumables
Total
Geographical region:
North America
$
684.0
$
621.3 $
1,305.3
Western Europe
439.4
106.6
546.0
Other developed markets
86.1
34.2
120.3
Emerging markets
406.9
132.1
539.0
Total
$
1,616.4
$
894.2 $
2,510.6
Year Ended December 31, 2023
Specialty Products &
Technologies
Equipment &
Consumables
Total
Geographical region:
North America
$
702.0 $
610.5 $
1,312.5
Western Europe
447.7
121.7
569.4
Other developed markets
90.4
36.9
127.3
Emerging markets
402.3
155.0
557.3
Total
$
1,642.4 $
924.1 $
2,566.5
Remaining Performance Obligations
ASC 606, Revenue from Contracts with Customers, requires disclosure of remaining performance obligations that represent the aggregate transaction price
allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. Remaining
performance obligations include noncancelable purchase orders, unfulfilled obligations, extended warranty and service agreements and do not include revenue
from contracts with customers with an original term of one year or less.
With respect to certain clear aligner treatment plans, the Company enters into contracts that involve multiple future performance obligations which include optional
additional aligners at no additional charge. The Company’s treatment plans are comprised of the following performance obligations: initial aligner shipment and
the subsequent shipments of any optional refinement aligners. For such plans, the Company also considers usage rates, which is the number of times a customer is
expected to order additional refinement aligners.
As of December 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $128.0 million, including $94.9
million related to clear aligner treatment plans. The Company expects to fulfill the majority of these performance obligations over the next 12 months.
107
Contract Liabilities
The Company often receives cash payments from customers in advance of the Company’s performance resulting in contract liabilities. These contract liabilities are
classified as either current or long-term in the Consolidated Balance Sheets based on the timing of when the Company expects to recognize revenue. As of
December 31, 2024 and 2023, the contract liabilities were $166.8 million and $114.8 million, respectively, and are included within accrued expenses and other
liabilities and other long-term liabilities in the accompanying Consolidated Balance Sheets. The increase in the contract liability balance during the years ended
December 31, 2024 and 2023, is primarily due to cash payments received in advance of satisfying performance obligations, partially offset by revenue recognized
during the period that was included in the contract liability balance at December 31, 2023 and December 31, 2022, respectively.
Revenue recognized during the years ended December 31, 2024 and 2023 that is included in the contract liability balance at December 31, 2023 and December 31,
2022 was $97.1 million and $74.6 million, respectively.
Significant Customers
Sales to the Company’s largest customer were 10% of total sales for the years ended December 31, 2024 and 2023 and 11% for the year ended December 31, 2022.
NOTE 20. RESTRUCTURING ACTIVITIES AND RELATED IMPAIRMENTS
Restructuring Activities
The Company’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available
capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to reductions in workforce, the realignment of existing
manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing the Company’s strategy, pursuant to restructuring
programs.
Restructuring related charges recorded for the years ended December 31 by segment were as follows ($ in millions):
2024
2023
2022
Specialty Products & Technologies
$
13.8
$
14.0
$
14.7
Equipment & Consumables
7.4
19.0
19.7
Other
6.3
2.1
3.2
Total
$
27.5
$
35.1
$
37.6
Restructuring related charges incurred during the years ended December 31 were reflected in the following captions in the accompanying Consolidated Statements
of Operations ($ in millions):
2024
2023
2022
Cost of sales
$
5.9
$
10.0
$
13.6
Selling, general and administrative expenses
21.6
25.1
24.0
Total
$
27.5
$
35.1
$
37.6
At December 31, 2024 and 2023, the restructuring liability was $15.6 million and $16.0 million, respectively. The December 31, 2023 liability was paid during the
current period and the December 31, 2024 liability was incurred during 2024 and is expected to be paid out in 2025.
108
NOTE 21. INCOME TAXES
For the years ended December 31, (loss) income before income taxes were as follows ($ in millions):
2024
2023
2022
United States
$
(1,070.9)
$
(324.7)
$
21.9
International
(13.8)
269.8
262.0
Total
$
(1,084.7)
$
(54.9)
$
283.9
The provision (benefit) for income taxes for the years ended December 31 were as follows ($ in millions):
2024
2023
2022
Current:
Federal U.S.
$
15.6
$
33.9
$
42.5
Non-U.S.
47.9
44.5
22.4
State and local
(0.2)
3.9
8.6
Deferred:
Federal U.S.
(31.0)
(27.3)
(31.3)
Non-U.S.
8.6
(3.4)
11.3
State and local
(7.0)
(6.3)
(7.6)
Income tax provision
$
33.9
$
45.3
$
45.9
Deferred tax assets and deferred tax liabilities are classified as long-term and are included in other long-term assets and other long-term liabilities, respectively, in
the accompanying Consolidated Balance Sheets. Significant components of deferred tax assets and liabilities as of December 31 were as follows ($ in millions):
2024
2023
Deferred tax assets:
Inventories
$
14.6
$
14.8
Pension benefits
9.7
10.3
Other accruals and prepayments
57.0
45.7
Lease liabilities
35.8
33.5
Stock-based compensation expense
10.0
8.6
Unrealized gains and losses
—
1.8
Interest expense
88.4
58.0
Capitalized research expenses
39.7
31.1
Tax credit and loss carryforwards
43.7
39.1
Valuation allowances
(112.3)
(57.2)
Total deferred tax asset
186.6
185.7
Deferred tax liabilities:
Property, plant and equipment
(4.6)
(6.7)
Unremitted Foreign Earnings
(16.7)
—
Unrealized gains and losses
(4.9)
—
Right-of-use assets
(33.0)
(29.8)
Goodwill and other intangible assets
(41.0)
(81.8)
Total deferred tax liability
(100.2)
(118.3)
Net deferred tax asset
$
86.4
$
67.4
Deferred taxes associated with U.S. entities consist of net deferred tax assets of $33.3 million as of December 31, 2024 and net deferred tax liabilities
of $20.5 million as of December 31, 2023. Deferred taxes associated with non-U.S. entities consist of net deferred tax assets of $53.1 million and $46.9 million as
of December 31, 2024 and 2023, respectively. During 2024,
109
the Company’s valuation allowance increased by $55.1 million primarily due to establishing a valuation allowance against a portion of the Company’s U.S. interest
carryforwards.
The Company has determined that unremitted foreign earnings are not considered indefinitely reinvested to the extent foreign earnings can be distributed without a
significant tax cost. As such, the Company has recorded foreign withholding tax liabilities related to the future repatriation of such earnings. The Company
continues to indefinitely reinvest all other outside basis differences to the extent reversal would incur a significant tax liability. It is not practicable for the
Company to calculate the unrecognized deferred tax liability related to such incremental tax costs on those outside basis differences. The deferred tax liability for
unremitted foreign earnings was $16.7 million as of December 31, 2024, which represents our estimate of the net tax cost associated with the deemed remittance of
certain foreign earnings that are not considered to be permanently reinvested.
Current tax law in the United States imposes tax on U.S. stockholders for global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The
Company is required to make an accounting policy election of either: (1) treating taxes due on future amounts included in the U.S. taxable income related to GILTI
as a current period tax expense when incurred (“the period cost method”); or (2) factoring such amounts into the Company’s measurement of its deferred tax
expense (the “deferred method”). In 2018, the Company elected the period cost method for its accounting for GILTI.
The effective income tax rate for the years ended December 31 varies from the U.S. statutory federal income tax rate as follows:
Percentage of Pretax Income
2024
2023
2022
Statutory federal income tax rate
21.0 %
21.0 %
21.0 %
Increase (decrease) in tax rate resulting from:
State income taxes (net of federal income tax benefit)
3.6
21.2
0.3
Impact of foreign operations
1.5
43.9
(5.0)
Foreign-Derived Intangible Income (“FDII”)
—
—
(0.7)
Subpart F and GILTI, net of foreign tax credits
(2.0)
(51.1)
6.7
Change in uncertain tax positions
0.1
1.5
(0.5)
Research and experimentation credits and other
0.5
10.5
(1.6)
Nondeductible convertible debt instrument
—
(12.6)
—
Nondeductible goodwill impairment
(21.8)
(96.7)
—
Permanent differences and other
(0.5)
2.0
(0.9)
Excess tax benefit from stock-based compensation
—
2.8
(1.6)
Impact of step-up of Swiss assets
(1.3)
9.5
(1.5)
Valuation allowance on nondeductible interest carryforwards
(2.6)
(34.5)
—
Unremitted foreign earnings
(1.6)
—
—
Effective income tax rate
(3.1)%
(82.5)%
16.2 %
The Company realized tax benefits of $1.6 million, $3.6 million, and $7.2 million in 2024, 2023 and 2022, respectively, for tax deductions attributable to stock-
based compensation, of which, the excess tax benefit over the amount recorded for financial reporting purposes was $0.1 million, $1.5 million and $4.6 million in
2024, 2023 and 2022, respectively. As required by ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based
Payment Accounting (“ASU 2016-09”), the excess tax benefits for the years ended December 31, 2024, 2023 and 2022 have been included in the provision for
income taxes.
The Company evaluates the future realizability of tax credits and loss carryforwards considering the anticipated future earnings of the Company’s subsidiaries as
well as tax planning strategies in the associated jurisdictions. Included in deferred income taxes as of December 31, 2024 are tax benefits for U.S. and non-U.S. net
operating loss carryforwards totaling $30.7 million ($27.6 million of which the Company does not expect to realize and has corresponding valuation allowances).
Certain of the losses can be carried forward indefinitely and others can be carried forward to various dates from 2025 through 2044.
110
As of December 31, 2024, gross unrecognized tax benefits totaled $3.6 million ($5.3 million, including $1.7 million associated with potential interest and
penalties). As of December 31, 2023, gross unrecognized tax benefits totaled $5.1 million ($7.3 million, including $2.2 million associated with potential interest
and penalties). The Company recognized $(0.5) million, $(0.4) million and $0.6 million in potential interest and penalties associated with uncertain tax positions
during 2024, 2023 and 2022, respectively. To the extent unrecognized tax benefits (including interest and penalties) are recognized with respect to uncertain tax
positions, the tax expense in future periods would be reduced by $5.3 million based upon the tax positions as of December 31, 2024. The Company recognized
interest and penalties related to unrecognized tax benefits within income taxes in the accompanying Consolidated Statements of Operations. Unrecognized tax
benefits and associated accrued interest and penalties are included in taxes, income and other accrued expenses as detailed in Note 10.
A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding amounts accrued for potential interest and penalties, is as follows ($
in millions):
2024
2023
2022
Unrecognized tax benefits, beginning of year
$
5.1
$
6.6
$
5.7
Additions based on tax positions related to the current year
—
0.3
0.3
Additions for tax positions of prior years
—
0.3
4.2
Reductions for tax positions of prior years
—
(0.2)
—
Lapse of statute of limitations
(1.4)
(1.3)
(2.3)
Settlements
—
(0.4)
(1.1)
Effect of foreign currency translation
(0.1)
(0.2)
(0.2)
Unrecognized tax benefits, end of year
$
3.6
$
5.1
$
6.6
The Company is routinely examined by various domestic and international taxing authorities and operations in certain U.S. states and foreign jurisdictions remain
subject to routine examination for tax years beginning with 2009.
The Company estimates that it is reasonably possible that the amount of unrecognized tax benefits may be reduced by approximately $1.9 million within twelve
months through resolution of worldwide tax matters, payments of tax audit settlements and/or statute of limitations expirations.
The Company operates in various non-U.S. tax jurisdictions where “tax holiday” income tax incentives have been granted for a specific period. These tax benefits
are not material to the Company’s financial statements.
NOTE 22. (LOSS) EARNINGS PER SHARE
Basic earnings (loss) per share is calculated by dividing the applicable income (loss) by the weighted average number of shares of common stock outstanding for
the applicable period. Diluted earnings per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive
potential shares outstanding during the period using the treasury stock method, except for the 2028 Convertible Notes and 2025 Convertible Notes, which are
calculated using the if-converted method. Dilutive potential common shares include employee equity options, non-vested shares and similar instruments granted by
the Company and the assumed conversion impact of convertible notes. The Company will settle any convertible note conversions through a combination settlement
by satisfying the principal amount outstanding with cash and any convertible note conversion value in excess of the principal amount in cash or shares of the
Company’s common stock or any combination thereof. As the Company will settle the principal amount of convertible notes in cash upon conversion, the
convertible notes only have an impact on the Company's diluted earnings per share when the average share price of the Company’s common stock exceeds the
conversion price, in any applicable period. See the computation of earnings per share below for the dilutive impact of the convertible notes for the years ended
December 31, 2024, 2023 and 2022.
In connection with the offering of the 2025 Convertible Notes, the Company entered into Capped Calls, which are intended to reduce or offset the potential dilution
from shares of common stock issued upon conversion. The Company completed a partial unwind of the Capped Calls in connection with the Notes Exchanges.
Refer to Note 16 for further discussion of the Capped Calls.
111
The impact of the remaining Capped Calls is not included when calculating potentially dilutive shares since their effect is anti-dilutive. The Capped Calls will
mitigate dilution for the conversion of the remaining 2025 Convertible Notes up to the Company’s common stock price of $23.79. If the remaining 2025
Convertible Notes are converted at a price higher than $23.79 per share, the Capped Calls will no longer mitigate dilution from the conversion of the remaining
2025 Convertible Notes.
The table below presents the computation of basic and diluted earnings per share ($ and shares in millions, except per share amounts):
Year Ended December 31,
2024
2023
2022
Numerator:
(Loss) income from continuing operations, net of tax
$
(1,118.6) $
(100.2) $
238.0
Income from discontinued operations, net of tax
—
—
5.1
Net (loss) income
$
(1,118.6) $
(100.2) $
243.1
Denominator:
Weighted-average common shares outstanding used in basic earnings per share
172.2
166.9
162.9
Incremental common shares from:
Assumed exercise of dilutive options and vesting of dilutive restricted stock units and
performance stock units
—
—
3.2
Assumed conversion of 2025 Convertible Notes
—
—
11.5
Weighted average common shares outstanding used in diluted earnings per share
172.2
166.9
177.6
Earnings per share:
(Loss) earnings from continuing operations - basic
$
(6.50) $
(0.60) $
1.46
(Loss) earnings from continuing operations - diluted
$
(6.50) $
(0.60) $
1.34
Earnings from discontinued operations - basic
$
— $
— $
0.03
Earnings from discontinued operations - diluted
$
— $
— $
0.03
(Loss) earnings - basic
$
(6.50) $
(0.60) $
1.49
(Loss) earnings - diluted
$
(6.50) $
(0.60) $
1.37
The following table presents the number of outstanding securities not included in the computation of diluted income per share, because their effect was anti-
dilutive (in millions):
Year Ended December 31,
2024
2023
2022
Stock-based awards
6.8
4.4
1.5
112
NOTE 23. SEGMENT INFORMATION
The Company operates and reports its results in two business segments, the Specialty Products & Technologies and Equipment & Consumables segments. The
Company’s Specialty Products & Technologies products primarily include implants, regenerative products, prosthetics, orthodontic brackets, aligners and lab
products. The Company’s Equipment & Consumables products primarily include traditional consumable products such as bonding agents and cements, impression
materials, infection prevention products and restorative products, while the Company’s equipment products primarily include digital imaging systems, software
and other visualization and magnification systems.
On December 31 2024, the Company adopted ASU 2023-07, “Segment Reporting - Improving Reportable Segment Disclosures” and updated its disclosures to
conform to the new segment disclosure requirements. Additionally, prior year disclosures have been modified to conform to the new ASU disclosure presentation
requirements. There were no changes to significant expense classifications nor the methods used to allocate such expenses, and therefore recasting of segment
information for the years ended December 31, 2023 and 2022 is not required.
The Company’s operating segments are also its reportable segments. The Company’s CODM is the chief executive officer. The CODM primarily utilizes segment
operating profit or loss as the key indicator in assessing the segment's performance and allocating resources. Operating profit represents total revenues less
expenses, excluding corporate and other expenses, nonoperating income (expense), interest expense and income taxes. The expense components used in
determining operating profit include the following:
Cost of sales which include the cost of materials, labor, facilities, restructuring costs and other infrastructure used to manufacture the Company’s products, and
shipping and handling costs attributable to delivering these products to customers.
Selling, general and administrative (“SG&A”) expenses which includes, among other things, the costs of selling, marketing, promotion, advertising and
administration (including business technology, facilities, legal, finance, human resources, business development and procurement), restructuring and amortization
expense for intangible assets that have been acquired through business combinations.
Research and development (“R&D”) expenses which include project costs specific to new product R&D and product lifecycle management, overhead costs
associated with R&D operations, regulatory costs, product registrations and investments that support local market clinical trials for approved indications.
For corporate and other, these expenses represent unallocated corporate costs and other costs, including goodwill and intangible impairment charges. These
activities do not meet the criteria for a stand-alone reporting segment under ASC 280 Segment Reporting, thus are not considered in management’s evaluation of
reportable segment operating performance.
The identifiable assets by segment are those used in each segment’s operations. Additionally, inter-segment amounts which have been eliminated, are not
significant to the below presentation of segment information.
113
Segment related information is shown below ($ in millions):
Year Ended December 31, 2024
Specialty Products & Technologies
Equipment & Consumables
Total
Sales
$
1,616.4
$
894.2 $
2,510.6
Less:
Expenses
1,526.5
741.9
2,268.4
Segment operating profit
$
89.9
$
152.3 $
242.2
Segment operating profit and reconciliation to loss
before taxes:
Segment operating profit
$
242.2
Corporate and other
(1,280.4)
Nonoperating other expense, net
(0.1)
Interest expense, net
(46.4)
Loss before taxes
$
(1,084.7)
Depreciation and amortization
Specialty Products & Technologies
$
85.1
Equipment & Consumables
35.9
Corporate and other
2.1
Total
$
123.1
Capital expenditures, gross
Specialty Products & Technologies
$
20.4
Equipment & Consumables
10.5
Corporate and other
3.2
Total
$
34.1
Identifiable assets
Specialty Products & Technologies
$
2,354.2
Equipment & Consumables
1,884.2
Corporate and other
1,112.1
Total
$
5,350.5
114
Year Ended December 31, 2023
Specialty Products & Technologies
Equipment & Consumables
Total
Sales
$
1,642.4
$
924.1 $
2,566.5
Less:
Expenses
1,410.3
767.8
2,178.1
Segment operating profit
$
232.1
$
156.3 $
388.4
Segment operating profit and reconciliation to loss
before taxes:
Segment operating profit
$
388.4
Corporate and other
(356.9)
Nonoperating other expense, net
(23.0)
Interest expense, net
(63.4)
Loss before taxes
$
(54.9)
Depreciation and amortization
Specialty Products & Technologies
$
86.1
Equipment & Consumables
47.2
Corporate and other
2.3
Total
$
135.6
Capital expenditures, gross
Specialty Products & Technologies
$
39.0
Equipment & Consumables
12.3
Corporate and other
1.9
Total
$
53.2
Identifiable assets
Specialty Products & Technologies
$
3,277.7
Equipment & Consumables
2,338.6
Corporate and other
988.8
Total
$
6,605.1
115
Year Ended December 31, 2022
Specialty Products & Technologies
Equipment & Consumables
Total
Sales
$
1,598.6
$
970.5 $
2,569.1
Less:
Expenses
1,330.0
798.1
2,128.1
Segment operating profit
$
268.6
$
172.4 $
441.0
Segment operating profit and reconciliation to loss
before taxes:
Segment operating profit
$
441.0
Corporate and other
(121.8)
Nonoperating other income, net
3.1
Interest expense, net
(38.4)
Income before taxes
$
283.9
Depreciation and amortization
Specialty Products & Technologies
$
80.7
Equipment & Consumables
54.6
Corporate and other
2.5
Total
$
137.8
Capital expenditures, gross
Specialty Products & Technologies
$
48.8
Equipment & Consumables
20.6
Corporate and other
2.7
Total
$
72.1
116
Operations in Geographical Areas:
Year Ended December 31,
($ in millions)
2024
2023
2022
Sales:
United States
$
1,202.9
$
1,209.4
$
1,261.9
China
193.5
205.7
222.2
All other (each country individually less than 5% of total sales)
1,114.2
1,151.4
1,085.0
Total
$
2,510.6
$
2,566.5
$
2,569.1
Property, plant and equipment, net:
December 31, 2024
December 31, 2023
United States
$
155.6
$
171.8
Sweden
32.4
39.6
Czech Republic
23.2
24.3
China
21.3
22.1
Mexico
15.8
17.5
All other (each country individually less than 5% of total long-lived assets)
28.7
34.3
Total
$
277.0
$
309.6
NOTE 24. SUBSEQUENT EVENT
On February 5, 2025, the Company’s Board of Directors authorized a stock repurchase program, pursuant to which the Company may purchase up to $250 million
of its outstanding common stock through December 31, 2026. Under the stock repurchase program, the Company may repurchase its common stock from time to
time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions and other considerations and in accordance with
applicable federal securities laws and other legal requirements. The Company's repurchases may be executed using open market purchases, unsolicited or solicited
privately negotiated transactions, an accelerated stock repurchase program, and/or a trading plan in compliance with Rule 10b5-1 promulgated under the Exchange
Act.
117
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Our management, with the participation of our President and Chief Executive Officer, and Principal Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this
report. Based on such evaluation, our President and Chief Executive Officer, and Principal Financial Officer, have concluded that, as of the end of such period, our
disclosure controls and procedures were effective.
Management’s annual report on its internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and
the independent registered public accounting firm’s audit report on the effectiveness of the Company’s internal control over financial reporting are included in the
Company’s financial statements for the year ended December 31, 2024 included in Item 8 of this Annual Report on Form 10-K, under the headings “Report of
Management on Envista Holdings Corporation’s Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm,”
respectively, and are incorporated herein by reference.
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that
occurred during our most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION
(c) Our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) may from time to time enter into plans for the purchase or sale of our
common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the quarter ended December 31,
2024, the following officer adopted, modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 under Regulation S-K of the Exchange
Act):
Our Senior Vice President, Strategy and Corporate Development, Mischa Reis, adopted a 10b5-1 trading plan on November 26, 2024. The adoption of such 10b5-1
trading plan occurred during an open trading window and complied with the Company’s policies on insider trading. The first trade will not occur until March 31,
2025, at the earliest. Mr. Reis’ plan is for the sale of up to (i) 15,000 shares of our common stock and (ii) 71,025 shares of common stock underlying stock options,
based on limit orders at a specified price in accordance with the plan and terminates on the earlier of the date all the shares under the plan are sold or February 18,
2026.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
118
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Other than the information below, the information required under this Item is incorporated herein by reference to our definitive proxy statement to be filed with the
SEC no later than 120 days after the end of our fiscal year ended December 31, 2024.
Code of Ethics
We have adopted a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer and principal
accounting officer) and employees, known as the Code of Conduct. The Code of Conduct is available in the “Investors—Governance” section of our website at
www.envistaco.com.
We intend to disclose any amendment to the Code of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation
S-K, and any waiver from a provision of the Code of Conduct granted to any director, principal executive officer, principal financial officer, principal accounting
officer, or any of our other executive officers, in the “Investors—Governance” section of our website, at www.envistaco.com, within four business days following
the date of such amendment or waiver.
Insider Trading Policy
The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel,
including directors, officers, employees, and other covered persons. The Company believes that its insider trading policy is reasonably designed to promote
compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy is
filed as Exhibit 19.1 to this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required under this Item is incorporated herein by reference to our definitive proxy statement to be filed with the SEC no later than 120 days after
the end of our fiscal year ended December 31, 2024.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required under this Item is incorporated herein by reference to our definitive proxy statement to be filed with the SEC no later than 120 days after
the end of our fiscal year ended December 31, 2024.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required under this Item is incorporated herein by reference to our definitive proxy statement to be filed with the SEC no later than 120 days after
the end of our fiscal year ended December 31, 2024.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required under this Item is incorporated herein by reference to our definitive proxy statement to be filed with the SEC no later than 120 days after
the end of our fiscal year ended December 31, 2024.
119
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
a) The following documents are filed as part of this report.
(1) Financial Statements. The financial statements are set forth under “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form
10-K.
(2) Schedules. An index of financial statement schedules is set forth below. Schedules other than those listed below have been omitted from this Annual
Report on Form 10-K because they are not required, are not applicable or the required information is included in the financial statements or the notes
thereto.
Page Number in
Form 10-K
Schedule:
Valuation and Qualifying Accounts
125
(3) Exhibits. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
EXHIBIT INDEX
Exhibit
Number
Description
2.1
Master Sale and Purchase Agreement, dated as of September 7, 2021, by and among Envista Holdings Corporation, planmeca Verwaltungs
GmbH, Germany, and Planmeca Oy (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter
ended October 1, 2021, Commission File No. 001-39054)
2.2
Amendment Agreement to the Master Sale and Purchase Agreement, dated as of December 30, 2021, by and among Envista Holdings
Corporation, planmeca Verwaltungs GmbH, Germany, and Planmeca Oy (incorporated by reference to Exhibit 2.2 to Registrant’s Annual
Report on Form 10-K for the year ended December 31, 2021, Commission File No. 001-39054)
2.3
Second Amendment Agreement to the Master Sale and Purchase Agreement, dated as of April 30, 2022, by and among Envista Holdings
Corporation, planmeca Verwaltungs GmbH, Germany, and Planmeca Oy (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly
Report on Form 10-Q for the quarter ended July 1, 2022, Commission File No. 001-39054)
2.4
Third Amendment Agreement to the Master Sale and Purchase Agreement, dated as of July 28, 2022, by and among Envista Holdings
Corporation, planmeca Verwaltungs GmbH, Germany, and Planmeca Oy (incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2022, Commission File No. 001-39054)
2.5
Fourth Amendment Agreement to the Master Sale and Purchase Agreement, dated as of September 30, 2022, by and among Envista Holdings
Corporation, planmeca Verwaltungs GmbH, Germany, and Planmeca Oy (incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2022, Commission File No. 001-39054)
2.6
Stock and Asset Purchase Agreement, dated as of December 21, 2021, by and between Carestream Dental Technology Parent Limited and
Envista Holdings Corporation (incorporated by reference to Exhibit 2.3 to Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2021, Commission File No. 001-39054)
2.7
Closing Agreement, dated as of April 20, 2022, by and among Envista Holdings Corporation and Carestream Dental Technology Parent
Limited (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2022,
Commission File No. 001-39054)
120
3.1
Second Amended and Restated Certificate of Incorporation of Envista Holdings Corporation (incorporated by reference to Exhibit 3.1 to
Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2021, Commission File No. 001-39054)
3.2
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Envista Holdings Corporation (incorporated by
reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on May 24, 2024, Commission File No. 001-39054)
3.3
Third Amended and Restated Bylaws of Envista Holdings Corporation effective as of May 22, 2023 (incorporated by reference to Exhibit 3.2
to Registrant’s Current Report on Form 8-K filed on May 26, 2023, Commission File No. 001-39054)
4.1
Description of Securities of the Registrant
4.2
Specimen common stock certificate (incorporated by reference to Exhibit 4.1 of Registrant’s Registration Statement on Form S-1 (Registration
No. 333-232758) filed on July 22, 2019)
4.3
Indenture, dated as of May 21, 2020, between Envista Holdings Corporation and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on May 26, 2020, Commission File No. 001-39054)
4.4
Form of certificate representing the 2.375% Convertible Senior Notes due 2025 (included as Exhibit A to Exhibit 4.3)
4.5
Indenture, dated as of August 10, 2023, between Envista Holdings Corporation and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 11, 2023)
4.6
Form of certificate representing the 1.75% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1,
incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 11, 2023)
10.1
The Second Amended Credit Agreement, dated August 31, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K filed on September 1, 2023, Commission File No. 001-39054)
10.2*
Envista Holdings Corporation Severance and Change in Control Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report
on Form 8-K filed on November 5, 2020, Commission File No. 001-39054)
10.3*
Envista Holdings Corporation Senior Leader Severance Pay Plan (incorporated by reference to Exhibit 10.9 to Registrant’s Current Report on
Form 8-K filed on September 20, 2019, Commission File No. 001-39054)
10.4*
Envista Holdings Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of Registrant’s Registration Statement
on Form S-8 (Registration No. 333-233810) filed on September 17, 2019)
10.5*
Form of Envista Holdings Corporation Stock Option Agreement
10.6*
Form of Envista Holdings Corporation Restricted Stock Unit Agreement
10.7*
Form of Performance-Conditioned Stock Option Agreement
10.8*
Form of Envista Holdings Corporation Agreement Regarding Competition and Protection of Proprietary Interests (incorporated by reference to
Exhibit 10.15 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019)(a)
10.9*
Form of Agreement Regarding Fair Competition and Protection of Proprietary Interests(b)
10.10*
Form of Envista Holdings Corporation Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to Exhibit
10.14 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, Commission File No. 001-39054)
10.11*
Form of Envista Holdings Corporation Performance Stock Unit Agreement
121
10.12*
Amendment No. 1 to Envista Holdings Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.16 to Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2021, Commission File No. 001-39054)
10.13*
Amendment No. 2 to Envista Holdings Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023, Commission File No. 001-39054)
10.14*
Amendment No. 3 to Envista Holdings Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 to Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2023, Commission File No. 001-39054)
10.15*
Form of Envista Holdings Corporation Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.20 to
Registrant’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019)
10.16*
Offer Letter Agreement, dated July 29, 2019, between DH Dental Employment Services LLC and Amir Aghdaei (incorporated by reference to
Exhibit 10.22 to Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-232758) filed on August 12,
2019)
10.17*
Offer Letter Agreement, dated June 7, 2019, between DH Dental Employment Services LLC and Mark Nance (incorporated by reference to
Exhibit 10.21 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, Commission File No. 001-39054
10.18*
Transition Letter Agreement, between Envista Holdings Corporation and Amir Aghdaei, dated as of February 22, 2024 (incorporated by
reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on February 26, 2024, Commission File No. 001-39054)
10.19*
Employment Agreement, by and between Envista Holdings Corporation and Paul Keel, dated as of March 25, 2024 (incorporated by reference
to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on April 15, 2024, Commission File No. 001-39054)
10.20*
Letter Agreement between DH Dental Employment Services, LLC and Stephen Keller, dated as of March 5, 2024 (incorporated by reference
to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2024, Commission File No. 001-39054)
10.21*
Amendment to Transition Agreement between Envista Holdings Corporation and Amir Aghdaei, dated as of April 30, 2024 (incorporated by
reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2024, Commission File No. 001-
39054)
10.22*
Offer Letter Agreement, dated June 23, 2024, between DH Dental Employment Services, LLC and Eric Hammes (incorporated by reference to
Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2024, Commission File No. 001-39054)
10.23*
Offer Letter Agreement, dated July 07, 2023, between DH Dental Employment Services LLC and Robert Befidi
10.24*
Offer Letter Agreement, dated June 27, 2024, between DH Dental Employment Services LLC and Stefan Nilsson
10.25*
Form of Envista Holdings Corporation Excess Contribution Program, a sub-plan under the Envista Holdings Corporation 2019 Omnibus
Incentive Plan, as amended (incorporated by reference to Exhibit 10.25 to Registrant’s Registration Statement on Form S-4 (Registration No.
333-234714) filed on November 15, 2019)
10.26*
First Amendment to the Envista Holdings Corporation Excess Contribution Program
10.27*
Form of Envista Holdings Corporation Executive Deferred Incentive Program, a sub-plan under the Envista Holdings Corporation 2019
Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.26 to Registrant’s Registration Statement on Form S-4
(Registration No. 333-234714) filed on November 15, 2019)
10.28*
Envista Holdings Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Registration Statement
on Form S-8 (Registration No. 333-282219)
10.29
Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on May 26,
2020, Commission File No. 001-39054)
10.30*
Composite copy of Envista Holdings Corporation Savings Plan, as amended and restated effective as of February 23, 2021 (incorporated by
reference to Exhibit 10.27 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, Commission File No. 001-
39054)
122
10.31*
Tax Equalization Letter Agreement, dated December 5, 2023, between Amir Aghdaei and the Registrant (incorporated by reference to Exhibit
10.27 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2023, Commission File No. 001-39054)
19.1
Insider Trading Policy
21.1
List of Subsidiaries of the Registrant
23.1
Consent of Independent Registered Public Accounting Firm
24.1
Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)
31.1
Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
32.1
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
97.1
Envista Holdings Corporation Recoupment Policy (incorporated by reference to Exhibit 97.1 to Registrant's Annual Report on Form 10K for
the year ended December 31, 2023, Commission File No. 001-39054)
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document. (c)
101.SCH
XBRL Taxonomy Extension Schema Document (c)
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document (c)
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document (c)
101.LAB
XBRL Taxonomy Extension Label Linkbase Document (c)
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document (c)
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________
* Indicates management contract or compensatory plan, contract or arrangement.
(a) Applies to Messrs. Aghdaei and Nance.
(b) Applies to Messrs. Keel, Hammes, Befidi, Nilsson and Keller.
(c) Exhibit 101 to this report includes the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets
as of December 31, 2024 and 2023, (ii) Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022, (iii) Consolidated
Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022, (iv) Consolidated Statements of Changes in Equity for the
years ended December 31, 2024, 2023 and 2022, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 and (vi)
Notes to Consolidated Financial Statements.
123
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: February 13, 2025
ENVISTA HOLDINGS CORPORATION
By: /s/ Paul Keel
Paul Keel
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul Keel, Eric Hammes, and
Faez Kaabi, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all
amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that either of said attorneys-in-fact and agent, or substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Signature
Title
Date
/s/ Paul Keel
President, Chief Executive Officer
(Principal Executive Officer) and Director
February 13, 2025
Paul Keel
/s/ Eric Hammes
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
February 13, 2025
Eric Hammes
/s/ Faez Kaabi
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
February 13, 2025
Faez Kaabi
/s/ Scott Huennekens
Chairman of the Board
February 13, 2025
Scott Huennekens
/s/ Wendy Carruthers
Director
February 13, 2025
Wendy Carruthers
/s/ Kieran T. Gallahue
Director
February 13, 2025
Kieran T. Gallahue
/s/ Barbara Hulit
Director
February 13, 2025
Barbara Hulit
/s/ Vivek Jain
Director
February 13, 2025
Vivek Jain
/s/ Daniel A. Raskas
Director
February 13, 2025
Daniel A. Raskas
/s/ Christine Tsingos
Director
February 13, 2025
Christine Tsingos
124
ENVISTA HOLDINGS CORPORATION
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
($ in millions)
Classification
Balance at
Beginning of
Period
Charged to
Costs &
Expenses
Impact of
Currency
Write Offs,
Write Downs &
Deductions
Recoveries
Balance at End
of Period
Year ended December 31, 2024:
Allowances deducted from asset
account
Allowance for credit losses
$
17.3
$
17.9
$
(0.8)
$
(3.6)
$
(4.2) $
26.6
Year ended December 31, 2023:
Allowances deducted from asset
account
Allowance for credit losses
$
16.2
$
7.1
$
—
$
(4.7)
$
(1.3) $
17.3
Year ended December 31, 2022:
Allowances deducted from asset
account
Allowance for credit losses
$
20.7
$
4.8
$
(0.8)
$
(4.1)
$
(4.4) $
16.2
______________
Amounts include allowance for credit losses classified as current.
(a)
(a)
(a)
125
Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following summary of the capital stock of Envista Holdings Corporation does not purport to be complete and is qualified in its entirety by reference to our
second amended and restated certificate of incorporation, as amended, and our third amended and restated bylaws, each of which is incorporated by reference as
an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part, and certain provisions of Delaware law. Unless the context requires otherwise, all
references to “we,” “us,” “our” and “Envista” in this Exhibit refer solely to Envista Holdings Corporation and not to our subsidiaries.
General
Our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.01 per share, and 15,000,000 shares of preferred stock, par value $0.01
per share, all of which shares of preferred stock are undesignated. Our board of directors may establish the rights and preferences of the preferred stock from time
to time.
Common Stock
Holders of our common stock are entitled to the rights set forth below.
Voting Rights
Each holder of our common stock is entitled to one vote for each share on all matters to be voted upon by stockholders. At each meeting of the stockholders, a
majority in voting power of our shares issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, constitutes a quorum.
Directors are elected by a plurality of the votes entitled to be cast. Our stockholders do not have cumulative voting rights. Except as otherwise provided in our
second amended and restated certificate of incorporation, as amended, or as required by law, any question brought before any meeting of stockholders, other than
the election of directors, will be decided by the affirmative vote of the holders of a majority of the total number of votes of our shares represented at the meeting
and entitled to vote on such question, voting as a single class.
Dividends
Subject to any preferential rights of any outstanding preferred stock, holders of our common stock will be entitled to receive ratably the dividends, if any, as may
be declared from time to time by our board of directors out of funds legally available for that purpose. If there is a liquidation, dissolution or winding up of us,
holders of our common stock would be entitled to ratable distribution of our assets remaining after the payment in full of liabilities and any preferential rights of
any then-outstanding preferred stock.
No Preemptive or Similar Rights
Holders of our common stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions
applicable to our common stock.
Preferred Stock
Under the terms of our second amended and restated certificate of incorporation, as amended, our board of directors is authorized, subject to limitations prescribed
by the Delaware General Corporation Law (“DGCL”) and by our second amended and restated certificate of incorporation, as amended, to issue up to 15,000,000
shares of preferred stock in one or more series without further action by the holders of our common stock. Our board of directors has the discretion, subject to
limitations prescribed by the DGCL and by our second amended and restated certificate of incorporation, as amended, to determine the rights, preferences,
privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred
stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be
1
adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.
Anti-Takeover Effects of Various Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws
Provisions of the DGCL and our second amended and restated certificate of incorporation, as amended, and third amended and restated bylaws could make it more
difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below,
are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage
persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate
with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition
proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.
Delaware Anti-Takeover Statute. We are subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly
held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person
became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the
transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced
(excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock
owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by
the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of
stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder. Generally, a
“business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an
“interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder
status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to
transactions not approved in advance by our board of directors, including discouraging attempts that might result in a premium over the market price for the shares
of our common stock held by our stockholders.
A Delaware corporation may “opt out” of Section 203 with an express provision in its original certificate of incorporation or an express provision in its certificate
of incorporation or bylaws resulting from amendments approved by holders of at least a majority of the corporation’s outstanding voting shares. We did not elect to
“opt out” of Section 203.
Classified Board. Our second amended and restated certificate of incorporation, as amended, provides that our board of directors is divided into three classes.
Commencing with the 2024 annual meeting of stockholders, and each annual meeting of stockholders thereafter, all directors will be elected for a one-year term
expiring at the next annual meeting of stockholders, and our board of directors will no longer be classified.
Removal of Directors. Our third amended and restated bylaws provides that (i) prior to the board being fully declassified as discussed above, stockholders may
remove the continuing classified directors only for cause, and that (ii) after the board of directors has been fully declassified, stockholders may remove our
directors with or without cause. Removal requires the affirmative vote of holders of a majority of our outstanding capital stock entitled to vote generally in the
election of directors.
Size of Board and Vacancies. Our third amended and restated bylaws provide that our board of directors will consist of not less than three nor greater than 15
directors, the exact number of which will be fixed exclusively by our board of directors. Any vacancies created in the board of directors resulting from any increase
in the authorized number of directors or the death, resignation, retirement, disqualification, removal from office or other cause will be filled by a majority of the
directors then in office, even if less than a quorum is present, or by a sole remaining director. A
2
director (a) appointed to fill a vacancy caused by the death, resignation, retirement, disqualification or removal of any continuing classified director will have a
term expiring at the corresponding annual meeting of stockholders at which the term of such continuing classified director would have expired, and (b) appointed
to fill a newly created directorship resulting from an increase in the authorized number of directors, will have a term expiring at the next subsequent annual
meeting of stockholders, in each case subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal.
Special Stockholder Meetings. Our second amended and restated certificate of incorporation, as amended, provides that special meetings of stockholders may be
called only by the secretary upon a written request delivered to the secretary by (a) the board of directors pursuant to a resolution adopted by a majority of the
entire board of directors, (b) the chairman of the board of directors or (c) our chief executive officer. Stockholders may not call special stockholder meetings.
Stockholder Action by Written Consent. Our second amended and restated certificate of incorporation, as amended, provides that stockholder action must take place
at the annual or a special meeting of our stockholders. Stockholders may not act by written consent.
Requirements for Advance Notification of Stockholder Nominations and Proposals. Our second amended and restated certificate of incorporation, as amended,
mandates that stockholder nominations for the election of directors will be given in accordance with the bylaws. The third amended and restated bylaws have
established advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors as well as minimum
qualification requirements for stockholders making the proposals or nominations. Additionally, the bylaws require that candidates for election as director disclose
their qualifications and make certain representations.
No Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless a company’s certificate of
incorporation provides otherwise. Our second amended and restated certificate of incorporation, as amended, does not provide for cumulative voting.
Undesignated Preferred Stock. The authority that our board of directors possesses to issue preferred stock could potentially be used to discourage attempts by third
parties to obtain control of us through a merger, tender offer, proxy contest or otherwise by making such attempts more difficult or more costly. Our board of
directors may be able to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of
common stock.
Limitations on Liability, Indemnification of Officers and Directors and Insurance
The DGCL authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages
for breaches of fiduciary duties as director or officers, and our second amended and restated certificate of incorporation, as amended, includes such an exculpation
provision. Our second amended and restated certificate of incorporation, as amended, and third amended and restated bylaws include provisions that indemnify, to
the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as our director or officer, or for
serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be. Our second amended and restated
certificate of incorporation, as amended, and third amended and restated bylaws also provide that we must indemnify and advance reasonable expenses to our
directors and, subject to certain exceptions, officers, subject to our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our
second amended and restated certificate of incorporation, as amended, expressly authorizes us to carry directors’ and officers’ insurance to protect us, our directors,
our officers and certain employees for some liabilities.
The limitation of liability and indemnification provisions in our second amended and restated certificate of incorporation, as amended, and third amended and
restated bylaws may discourage stockholders from bringing a lawsuit against directors or officers for breach of their fiduciary duty. These provisions may also
have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, if successful, might otherwise
benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as
injunction or rescission in the event of a breach of a director’s duty of care. The provisions do not alter the liability of directors or officers under the federal
3
securities laws. In addition, an investment in our common stock may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of
settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Exclusive Forum
Actions under the Securities Act. Unless we otherwise consent in writing, the United States federal district courts shall be the sole and exclusive forum for the
resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”). If any action arising under the
Securities Act is filed in a court other than a federal district court in the name of any stockholder (current, former or future), such stockholder shall be deemed to
have consented to: (i) the personal jurisdiction of the federal district courts in connection with any action brought in any such court to enforce the federal forum
selection provision, and (ii) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in
the enforcement action as agent for such stockholder.
State Law Claims. Unless we otherwise consent in writing, the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any
action asserting a claim of breach of fiduciary duty owed by any of our directors, officers, employees or stockholders to us or our stockholders, (3) any action
asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or bylaws, or (4) any action asserting a claim governed by the
internal affairs doctrine shall be the Court of Chancery of the State of Delaware or, if the Court of Chancery of the State of Delaware does not have jurisdiction,
another state or federal court located within the State of Delaware. If any such action is filed in a court other than a court located within the State of Delaware in
the name of any stockholder (current, former, or future), such stockholder shall be deemed to have consented to: (i) the personal jurisdiction of the state and federal
courts located within the State of Delaware in connection with any action brought in any such court to enforce the Delaware forum selection provision, and (ii)
having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for
such stockholder.
Listing
Our common stock is traded on the NYSE under the symbol “NVST.”
Transfer Agent and Registrar
The transfer agent and registrar for shares of our common stock is Computershare Trust Company, N.A.
4
Exhibit 10.5
ENVISTA HOLDINGS CORPORATION
2019 OMNIBUS INCENTIVE PLAN
FORM OF STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as amended (the
“Plan”), will have the same defined meanings in this Stock Option Agreement (the “Agreement”).
I.
NOTICE OF STOCK OPTION GRANT
Name: #ParticipantName#
Optionee ID: #EmployeeID#
The undersigned Optionee has been granted Options to purchase Common Stock of the Company, subject to the terms and conditions of the
Plan and this Agreement, as follows:
Date of Grant
#GrantDate#
Exercise Price per Share
$
#GrantPrice#
Total Number of Shares Granted
#QuantityGranted#
Type of Option
Nonstatutory Stock Option
Expiration Date
Tenth anniversary of Date of Grant
Vesting Schedule
#VestDate_1# #VestQty_1# #Vest%_1#
#VestDate_2# #VestQty_2# #Vest%_2#
#VestDate_3# #VestQty_3# #Vest%_3#
II.
AGREEMENT
1.
Grant of Option. The Company hereby grants to the Optionee named in this Grant Notice (the “Optionee”), an option (the “Option”
or the “Options” as the case may be) to purchase the number of shares of Common Stock (the “Shares”) set forth in the Grant Notice, at the exercise
price per Share set forth in the Grant Notice (the “Exercise Price”), and subject to the terms and conditions of this Agreement and the Plan, which
are incorporated herein by reference.
2.
Vesting.
(a) Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, Options awarded to the Optionee
shall not vest until the Optionee continues to be actively employed with the Company or an Eligible Subsidiary for the periods required to satisfy the
time-based vesting criteria (“Time-Based Vesting Criteria”) applicable to such Options. The Time-Based Vesting Criteria applicable to an Option are
referred to as “Vesting Conditions,” and the earliest date upon which all Vesting Conditions are satisfied is referred to as the “Vesting Date.” The
Vesting Conditions for an Option received by the Optionee are established by the Compensation Committee (the “Committee”) of the Company’s
Board of Directors (or by one or more members of Company management, if such power has been delegated in accordance with the Plan and
applicable law) and reflected in the account maintained for the Optionee by an external third party administrator of the Options. Further, during any
approved leave of absence (and without limiting the application of any other rules governing leaves of absence that the Committee may approve
from time to time pursuant to the Plan), to the extent permitted by applicable law, the Committee shall have discretion to provide that the vesting of
the Options shall be frozen as of the first day of the leave (or as of any subsequent day during such leave, as applicable) and shall not resume until
and unless the Optionee returns to active employment prior to the Expiration Date of the Options.
(b) Fractional Shares. The Company will not issue fractional Shares upon the exercise of an Option. Any fractional Share will be
rounded up and issued to the Optionee in a whole Share; provided that to the extent rounding a fractional Share up would result in the imposition of
either (i) individual tax and penalty interest charges imposed under Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), or (ii)
adverse tax consequences if the Optionee is located outside of the United States, the fractional Share will be rounded down without the payment of
any consideration in respect of such fractional Share.
(c) Addenda. The provisions of any addenda attached hereto are incorporated by reference herein and made a part of this
Agreement, and to the extent any provision in any such addenda conflicts with any provision set forth elsewhere in this Agreement, the provision set
forth in any such addenda shall control.
3.
Exercise of Option.
(a)
Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the
Grant Notice and with the applicable provisions of the Plan and this Agreement.
(b)
Method and Time of Exercise. This Option shall be exercisable by any method permitted by the Plan and this Agreement
that is made available from time to time by the external third party administrator of the Options. An exercise may be made with respect to whole
Shares only, and not for a fraction of a Share. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with
(or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated
thereunder, state securities laws and
regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. The
Committee may require the Optionee to take any reasonable action in order to comply with any such rules or regulations. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to
such Shares.
(c)
Acknowledgment of Potential Securities Law Restrictions. Unless a registration statement under the Securities Act covers
the Shares issued upon exercise of an Option, the Committee may require that the Optionee agree in writing to acquire such Shares for investment
and not for public resale or distribution, unless and until the Shares subject to the Options are registered under the Securities Act. The Committee
may also require the Optionee to acknowledge that the Optionee shall not sell or transfer such Shares except in compliance with all applicable laws,
and may apply such other restrictions as it deems appropriate. The Optionee acknowledges that the U.S. federal securities laws prohibit trading in
the stock of the Company by persons who are in possession of material, non-public information, and also acknowledges and understands the other
restrictions set forth in the Company’s Insider Trading Policy.
(d)
Automatic Exercise Upon Expiration Date. Notwithstanding any other provision of this Agreement (other than this
Section), on the last trading day on which all or a portion of the outstanding Option may be exercised, if as of the close of trading on such day the
then Fair Market Value of a Share exceeds the per share Exercise Price of the Option by at least $.01 (such expiring portion of the Option that is so
in-the-money, an “Auto-Exercise Eligible Option”), the Optionee will be deemed to have automatically exercised such Auto-Exercise Eligible
Option (to the extent it has not previously been exercised, forfeited or terminated) as of the close of trading in accordance with the provisions of this
Section. In the event of an automatic exercise pursuant to this Section, the Company will reduce the number of Shares issued to the Optionee upon
such automatic exercise of the Auto-Exercise Eligible Option in an amount necessary to satisfy (1) the Optionee’s Exercise Price obligation for the
Auto-Exercise Eligible Option, and (2) the minimum amount (or such other rate that will not cause adverse accounting consequences for the
Company) of tax required to be withheld arising upon the automatic exercise in accordance with the procedures of Section 6(f) of the Plan (unless
the Committee deems that a different method of satisfying the tax withholding obligations is practicable and advisable), in each case based on the
Fair Market Value of the Shares as of the close of trading on the date of exercise. The Optionee may notify the Plan record-keeper in writing in
advance that the Optionee does not wish for the Auto-Exercise Eligible Option to be exercised. This Section shall not apply to the Option to the
extent that this Section causes the Option to fail to qualify for favorable tax treatment under applicable law. In its discretion, the Company may
determine to cease automatically exercising Options at any time.
4.
Method of Payment. Unless the Committee consents otherwise, payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:
(a)
cash, delivered to the external third party administrator of the Options in any methodology permitted by such third party
administrator;
(b)
payment under a cashless exercise program approved by the Company or through a broker-dealer sale and remittance
procedure pursuant to which the Optionee (i) shall provide written instructions to a licensed broker acceptable to the Company and acting as agent
for the Optionee to effect the immediate sale of some or all of the purchased Shares and to remit to the Company, out of the sale proceeds available
on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased Shares and (ii) shall provide written direction
to the Company to deliver the purchased Shares directly to such brokerage firm in order to complete the sale transaction; or
(c)
surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of
the exercised Options.
5.
Termination of Employment.
(a) General. In the event the Optionee’s active employment or other active service-providing relationship with the Company or an
Eligible Subsidiary terminates for any reason (other than
death, Early Retirement or Normal Retirement) whether or not in breach of applicable labor laws, unless contrary to applicable law and unless
otherwise provided by the Administrator either initially or subsequent to the grant of the Option, all unvested Options shall be automatically
forfeited by the Optionee as of the date of termination and the Optionee’s right to receive options under the Plan shall also terminate as of the date of
termination. The Committee shall have discretion to determine whether the Optionee has ceased to be actively employed by (or, if the Optionee is a
consultant or director, has ceased actively providing services to) the Company or Eligible Subsidiary, and the effective date on which such active
employment (or active service-providing relationship) terminated. The Optionee’s active employer-employee or other active service-providing
relationship will not be extended by any notice period mandated under applicable law (e.g., active employment shall not include a period of “garden
leave”, paid administrative leave or similar period pursuant to applicable law) and in the event of the Optionee’s termination of employment
(whether or not in breach of applicable labor laws), the Optionee’s right to exercise any Option after termination of employment, if any, shall be
measured by the date of termination of active employment or service and shall not be extended by any notice period mandated under applicable law.
Unless the Committee provides otherwise (1) termination of the Optionee’s employment will include instances in which the Optionee is terminated
and immediately rehired as an independent contractor, and (2) the spin-off, sale, or disposition of the Optionee’s employer from the Company or an
Eligible Subsidiary (whether by transfer of shares, assets or otherwise) such that the Optionee’s employer no longer constitutes an Eligible
Subsidiary will constitute a termination of employment or service.
(b) General Post-Termination Exercise Period. In the event the Optionee’s employment (or other active service-providing
relationship, as applicable) with the Company or an Eligible Subsidiary terminates for any reason (other than death, Disability, Early Retirement,
Normal Retirement or Gross Misconduct), whether or not in breach of applicable labor laws, the Optionee shall have a period of 90 days,
commencing with the date the Optionee is no longer actively employed (or is no longer actively providing services, as applicable), to exercise the
vested portion of any outstanding Options, subject to the Expiration Date of the Option. However, if the exercise of an Option following the
Optionee’s termination of employment (to the extent such post-termination exercise is permitted under Section 12(a) of the Plan) is not covered by
an effective registration statement on file with the U.S. Securities and Exchange Commission, then the Option will terminate upon the later of (i)
thirty (30) days after such exercise becomes covered by an effective registration statement, (ii) in the event that a sale of Shares would subject the
Optionee to liability under Section 16(b) of the Exchange Act, thirty (30) days after the last date on which such sale would result in liability, or (iii)
the end of the original post-termination exercise period, but in no event may the Option be exercised after the Expiration Date of the Option.
(c) Death. Upon the Optionee’s death, unless contrary to applicable law and unless otherwise provided by the Administrator either
initially or subsequent to the grant of the Option, all unexpired Options shall become fully exercisable and may be exercised for a period of twelve
(12) months thereafter (subject to the Expiration Date of the Option) by the personal representative of the Optionee’s estate or any other person to
whom the Option is transferred under a will or under the applicable laws of descent and distribution.
(d) Disability. In the event the Optionee’s employment (or other active service-providing relationship) with the Company or an
Eligible Subsidiary terminates by reason of the Optionee’s Disability, unless contrary to applicable law and unless otherwise provided by the
Administrator either initially or subsequent to the grant of the Option, all unvested Options shall be automatically forfeited by the Optionee as of the
date of termination and the Optionee shall have until the
first anniversary of the Optionee’s termination of employment for Disability (subject to the Expiration Date of the Option) to exercise the vested
portion of any outstanding Options.
(e) Early Retirement. In the event the Optionee’s employment (or other active service-providing relationship) with the Company
or an Eligible Subsidiary terminates by reason of the Optionee’s Early Retirement, and the Date of Grant of the Option precedes the Optionee’s
Early Retirement date by at least six (6) months, with respect to each Tranche that is unvested as of the Early Retirement date (a “Tranche” consists
of all portions of the Option as to which the Time-Based Vesting Criteria are scheduled to be satisfied on the same date), a pro-rata portion of such
Tranche (i.e. based on the ratio of (x) the number of full or partial months worked by the Optionee from the Date of Grant to the Early Retirement
date to (y) the total number of months in the original time-based vesting schedule of the Tranche) will continue to vest and such Options together
with any Options that are vested as of the Optionee’s Early Retirement date shall remain outstanding and (once vested) may be exercised until the
fifth anniversary of the Early Retirement date (or if earlier, the Expiration Date of the Option). If the Date of Grant of the Option does not precede
the Optionee’s Early Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed
by the other provisions of this Section 5, as applicable.
(f) Normal Retirement. In the event the Optionee’s employment (or other active service-providing relationship) with the Company
or an Eligible Subsidiary terminates by reason of the Optionee’s Normal Retirement, and the Date of Grant of the Option precedes the Optionee’s
Normal Retirement date by at least six (6) months, the Optionee’s unvested Options will continue to vest and such Options together with any
Options that are vested as of the Optionee’s Normal Retirement date shall remain outstanding and (once vested) may be exercised until the fifth
anniversary of the Normal Retirement date (or if earlier, the Expiration Date of the Option). If the Date of Grant of the Option does not precede the
Optionee’s Normal Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed by
the other provisions of this Section 5, as applicable.
(g) Gross Misconduct. If the Optionee’s employment with the Company or an Eligible Subsidiary is terminated for Gross
Misconduct as determined by the Administrator, the Administrator in its sole discretion may provide that all, or any portion specified by the
Administrator, of the Optionee’s unexercised Options shall terminate and be forfeited immediately without consideration. The Optionee
acknowledges and agrees that the Optionee’s termination of employment shall also be deemed to be a termination of employment by reason of the
Optionee’s Gross Misconduct if, after the Optionee’s employment has terminated, facts and circumstances are discovered or confirmed by the
Company that would have justified a termination for Gross Misconduct.
(h) Violation of Post Termination Covenant. To the extent that any of the Optionee’s Options remain outstanding under the terms
of the Plan or this Agreement after termination of the Optionee’s employment or service-providing relationship, as applicable, with the Company or
an Eligible Subsidiary, such Options shall nevertheless expire as of the date the Optionee violates any covenant not to compete or other post
termination covenant that exists between the Optionee on the one hand and the Company or any Subsidiary of the Company, on the other hand.
(i) Substantial Corporate Change. Notwithstanding any other provision in this Agreement to the contrary, in the event (x) a
Substantial Corporate Change occurs, (y) the Options are effectively assumed or continued by the surviving or acquiring corporation in such
Substantial Corporate Change (as determined by the Board or the Committee), and (z) the Participant is terminated without
Gross Misconduct or, if the Participant participates in the Envista Holdings Corporation Severance and Change in Control Plan, the Participant is
terminated due to an “Involuntary Termination” or “Good Reason Resignation” (as defined in the Severance and Change in Control Plan), in each
case within 24 months following the Substantial Corporate Change, then the following provisions shall apply to any Options which have not
previously terminated or expired:
(1) any unvested Options held by the Participant shall vest in full as of the Participant’s termination date; and
(2) all Options may be exercised until the earlier of (i) the fifth anniversary of the Participant’s termination date and (ii)
the expiration date of the Options under the Agreement.
6.
Non-Transferability of Option; Term of Option.
(a)
Unless the Committee determines otherwise in advance in writing, the Option may not be transferred in any manner
otherwise than by will or by the applicable laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the
Optionee and/or by the Optionee's duly appointed guardian. The terms of the Plan and this Agreement shall be binding upon the executors,
administrators, heirs and permitted successors and assigns of the Optionee.
(b)
Notwithstanding any other term in this Agreement, the Option may be exercised only prior to the Expiration Date set out in
the Grant Notice, and may be exercised during such term only in accordance with the Plan and the terms of this Agreement.
7.
Amendment of Option or Plan.
(a)
The Plan and this Agreement constitute the entire understanding of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof. The
Optionee expressly warrants that the Optionee is not accepting this Agreement in reliance on any promises, representations, or inducements other
than those contained herein. The Board may amend, modify or terminate the Plan or any Option in any respect at any time; provided, however, that
modifications to this Agreement or the Plan that materially and adversely affect the Optionee’s rights hereunder can be made only in an express
written contract signed by the Company and the Optionee. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company
reserves the right to revise this Agreement and the Optionee’s rights under outstanding Options as it deems necessary or advisable, in its sole
discretion and without the consent of the Optionee, (1) upon a Substantial Corporate Change, (2) as required by law, or (3) to comply with Section
409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection with this award of Options;
provided, however, that the Company shall not make any change that would alter the rights of the Participant under Section 5(i) of the Agreement.
(b) The Optionee acknowledges and agrees that if the Optionee changes classification from a full-time employee to a part-time
employee the Committee may in its sole discretion (1) reduce or eliminate the Optionee’s unvested Options, and/or (2) extend any vesting schedule
to one or more dates that occur on or before the Expiration Date.
8.
Tax Obligations.
(a) Withholding Taxes. Regardless of any action the Company or any Subsidiary employing the Optionee (the “Employer”) takes
with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related-items
(“Tax Related-Items”), the Optionee acknowledges that the ultimate liability for all Tax Related-Items associated with
the Option is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company and that the Company and
the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related-Items in connection with any aspect of the
Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise
and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the
Optionee’s liability for Tax Related-Items. Further, if Optionee is subject to tax in more than one jurisdiction, the Optionee acknowledges that the
Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Related-Items in more than one
jurisdiction.
The Optionee shall, no later than the date as of which the value of an Option first becomes includible in the gross income of the
Optionee for purposes of Tax Related-Items, pay to the Company and/or the Employer, or make arrangements satisfactory to the
Administrator (in its sole discretion) regarding payment of, all Tax Related-Items required by applicable law to be withheld by the
Company and/or the Employer with respect to the Option. The obligations of the Company under the Plan shall be conditional on the
making of such payments or arrangements, and the Company and/or the Employer shall, to the extent permitted by applicable law, have
the right to deduct any such Tax Related-Items from any payment of any kind otherwise due to the Optionee. The Company shall have
the right to require the Optionee to remit to the Company an amount in cash sufficient to satisfy any applicable withholding
requirements related thereto. With the approval of the Administrator, the Optionee may satisfy the foregoing requirement by either (i)
electing to have the Company withhold from delivery of Shares or (ii) delivering already owned unrestricted Shares, in each case,
having a value equal to the minimum amount of tax required to be withheld (or such other rate that will not cause adverse accounting
consequences for the Company). Any such Shares shall be valued at their Fair Market Value on the date as of which the amount of Tax
Related-Items to be withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be
delivered pursuant to the Option. The Company may also use any other method or combination of methods of obtaining the necessary
payment or proceeds, as permitted by applicable law, to satisfy its withholding obligation with respect to any Option.
Depending on the withholding method, the Company may withhold or account for Tax Related-Items by considering maximum
applicable rates to the extent permitted by the Plan, in which case the Optionee may receive a refund of any over-withheld amount in
cash and will have no entitlement to the Share equivalent. If the obligation for Tax Related-Items is satisfied by withholding in Shares,
for tax purposes, the Optionee shall be deemed to have been issued the full member of Shares issued upon exercise of the Options
notwithstanding that a member of the Shares are held back solely for the purpose of paying the Tax Related-Items.
(b) Code Section 409A. Payments made pursuant to the Plan and this Agreement are intended to qualify for an exemption from or
comply with Section 409A. Notwithstanding any provision in this Agreement, the Company reserves the right, to the extent the Company deems
necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Options granted to
Optionees who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A;
provided, however, that the Company makes no representations that the Plan or the Options shall be exempt from or comply with Section 409A and
makes no undertaking to preclude Section 409A from applying to the Plan or any Options granted
thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its Eligible Subsidiaries shall have
any liability for any tax, penalty or interest imposed on the Optionee by Section 409A, and the Optionee shall have no recourse against the Company
or any of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A.
9.
Rights as Shareholder. Until all requirements for exercise of the Option pursuant to the terms of this Agreement and the Plan have
been satisfied, the Optionee shall not be deemed to be a shareholder or to have any of the rights of a shareholder with respect to any Shares.
10.
No Employment Contract. Nothing in the Plan or this Agreement constitutes an employment contract between the Company and the
Optionee and this Agreement shall not confer upon the Optionee any right to continuation of employment with the Company or any of its Eligible
Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or any of its Eligible Subsidiaries right to terminate the Optionee’s
employment at any time, with or without cause (subject to any employment agreement the Optionee may otherwise have with the Company or an
Eligible Subsidiary thereof and/or applicable law).
11.
Board Authority. The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for the
administration, interpretation and application of this Agreement as are consistent therewith and to interpret or revoke any such rules (including, but
not limited to, the determination of whether any Options have vested). All interpretations and determinations made by the Board and/or the
Committee in good faith shall be final and binding upon the Optionee, the Company and all other interested persons and such determinations of the
Board and/or the Committee do not have to be uniform nor do they have to consider whether optionees are similarly situated.
12.
Headings. The captions used in this Agreement and the Plan are inserted for convenience and shall not be deemed to be a part of the
Option for construction and interpretation.
13.
Electronic Delivery.
(a) If the Optionee executes this Agreement electronically, for the avoidance of doubt, the Optionee acknowledges and
agrees that the Optionee's execution of this Agreement electronically (through an on-line system established and maintained by the
Company or a third party designated by the Company, or otherwise) shall have the same binding legal effect as would execution of this
Agreement in paper form. The Optionee acknowledges that upon request of the Company the Optionee shall also provide an executed, paper form of
this Agreement.
(b) If the Optionee executes this Agreement in paper form, for the avoidance of doubt the parties acknowledge and agree that it is
their intent that any agreement previously or subsequently entered into between the parties that is executed electronically shall have the same
binding legal effect as if such agreement were executed in paper form.
(c) If the Optionee executes this Agreement multiple times (for example, if the Optionee first executes this Agreement in
electronic form and subsequently executes this Agreement in paper form), the Optionee acknowledges and agrees that (i) no matter how many
versions of this Agreement are executed and in whatever medium, this Agreement only evidences a single grant of Options relating to the number of
Shares set forth in the Grant Notice and (ii) this Agreement shall be effective as of the earliest execution of this Agreement by the parties, whether in
paper form or
electronically, and the subsequent execution of this Agreement in the same or a different medium shall in no way impair the binding legal effect of
this Agreement as of the time of original execution.
(d) The Company may, in its sole discretion, decide to deliver by electronic means any documents related to the Option, to
participation in the Plan, or to future awards granted under the Plan, or otherwise required to be delivered to the Optionee pursuant to the Plan or
under applicable law, including but not limited to, the Plan, this Agreement, the Plan prospectus and any reports of the Company generally provided
to shareholders. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to the Company’s intranet or
the internet site of a third party involved in administering the Plan, the delivery of documents via electronic mail (“e-mail”) or such other means of
electronic delivery specified by the Company. By executing this Agreement, the Optionee hereby consents to receive such documents by electronic
delivery. At the Optionee’s written request to the Secretary of the Company, the Company shall provide a paper copy of any document at no cost to
the Optionee.
14.
Data Privacy. The Company is located at 200 S. Kraemer Blvd., Building E, Brea, California 92821, United States of America
and grants Options under the Plan to employees of the Company and its Subsidiaries in its sole discretion. In conjunction with the Company’s
grant of Options under the Plan and its ongoing administration of such awards, the Company is providing the following information about its
data collection, processing and transfer practices (“Personal Data Activities”). In accepting the grant of the Option, the Optionee expressly and
explicitly consents to the Personal Data Activities as described herein.
(a) Data Collection, Processing and Usage. The Company collects, processes and uses the Optionee’s personal data, including the
Optionee’s name, home address, e-mail address, and telephone number, date of birth, social insurance / passport number or other identification
number (e.g. resident registration number), salary, citizenship, job title, any Shares or directorships held in the Company, and details of all
Options or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in the Optionee’s favor, which the
Company receives from the Optionee or the Employer ("Personal Information"). In granting the Option under the Plan, the Company will
collect the Optionee’s Personal Information for purposes of allocating Shares and implementing, administering and managing the Plan. The
Company’s legal basis for the collection, processing and usage of the Optionee’s Personal Information is the Optionee’s consent.
(b) Stock Plan Administration Service Provider. The Company transfers the Optionee’s Personal Information to Fidelity Stock Plan
Services LLC, an independent service provider based in the United States, which assists the Company with the implementation, administration
and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and
share the Optionee’s Personal Information with another company that serves in a similar manner, including but not limited to, the Company's
outside legal counsel and / or the Company's auditor. The Stock Plan Administrator will open an account for the Optionee to receive and trade
Shares acquired under the Plan. The Optionee will be asked to agree on separate terms and data processing practices with the Stock Plan
Administrator, which is a condition to the Optionee’s ability to participate in the Plan.
(c) International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Optionee should
note that the Optionee’s country of residence may have enacted data privacy laws that are different from the United States. The Company’s legal
basis for the transfer of the Optionee’s Personal Information to the United States is the Optionee’s consent.
(d) Voluntariness and Consequences of Consent Denial or Withdrawal. The Optionee’s participation in the Plan and the Optionee's
grant of consent is purely voluntary. The Optionee may deny or withdraw the Optionee's consent at any time. If the Optionee does not consent,
or if the Optionee later withdraws the Optionee's consent, the Optionee may be unable to participate in the Plan. This would not affect the
Optionee’s existing employment or salary; instead, the Optionee merely may forfeit the opportunities associated with the Plan.
(e) Data Subject Rights. The Optionee may have a number of rights under the data privacy laws in the Optionee’s country of residence.
For example, the Optionee’s rights may include the right to (i) request access or copies of Personal Information the Company processes, (ii)
request rectification of incorrect data. (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent
authorities in the Optionee’s country of residence, and/or (vi) request a list with the names and addresses of any potential recipients of the
Optionee’s personal data. To receive clarification regarding the Optionee’s rights or to exercise the Optionee's rights, the Optionee should
contact the Optionee's local human resources department.
15.
Waiver of Right to Jury Trial. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES ANY
RIGHT OR EXPECTATION AGAINST THE OTHER TO TRIAL OR ADJUDICATION BY A JURY OF ANY CLAIM, CAUSE OR
ACTION ARISING WITH RESPECT TO THE OPTION OR HEREUNDER, OR THE RIGHTS, DUTIES OR LIABILITIES
CREATED HEREBY.
16.
Agreement Severable. In the event that any provision of this Agreement shall be held invalid or unenforceable, such provision shall
be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.
17.
Governing Law and Venue. The laws of the State of Delaware (other than its choice of law provisions) shall govern this Agreement
and its interpretation. For purposes of litigating any dispute that arises with respect to this Option, this Agreement or the Plan, the parties hereby
submit to and consent to the jurisdiction of the State of Delaware, and agree that such litigation shall be conducted in the courts of New Castle
County, or the United States Federal court for the District of Delaware, and no other courts; and waive, to the fullest extent permitted by law, any
objection that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in
any such court is improper or that such proceedings have been brought in an inconvenient forum. Any claim under the Plan, this Agreement or any
Option must be commenced by Optionee within twelve (12) months of the earliest date on which Optionee’s claim first arises, or Optionee’s cause
of action accrues, or such claim will be deemed waived by Optionee.
18.
Nature of Option. In accepting the Option, Optionee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or
terminated by the Company at any time, to the extent permitted by the Plan;
(b) the Plan is operated and the Option is granted exclusively by the Company and only the Company is a party to this Agreement;
accordingly, any rights the Optionee may have under this Agreement may be raised only against the Company but not any Eligible Subsidiary
(including, but not limited to, the Employer);
(c) the award of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive
future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(d) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(e) the Optionee’s participation in the Plan is voluntary;
(f) the Option, and the income and value of same, is an extraordinary item that (i) does not constitute compensation of any kind for
services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of the Optionee’s employment or service contract, if
any;
(g) the Option, and the income and value of same, is not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, holiday pay, long-
service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating
in any way to, past services for the Company or any Subsidiary;
(h) the Option and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or
supplement any pension rights or compensation
(i) unless otherwise agreed with the Company, the Option, and the income from and value of same, are not granted as consideration
for, or in connection with, any service the Optionee may provide as a director of any Subsidiary;
(j) the future value of the underlying Shares is unknown and cannot be predicted with certainty;
(k) if the Shares do not increase in value, the Option will have no value;
(l) if the Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease
in value, even below the Exercise Price;
(m) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of
the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of the
Optionee’s employment or continuous service with the Company or any Subsidiary (for any reason whatsoever, whether or not later found to be
invalid or in breach of applicable labor laws of the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment
agreement, if any), and in consideration of the grant of the Options, the Optionee agrees not to institute any claim against the Company or any
Subsidiary; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by
signing/electronically accepting this Agreement, Optionee shall be deemed to have irrevocably waived the Optionee’s entitlement to pursue or seek
remedy for any such claim; and
(n) neither the Company, the Employer nor any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation
between the Optionee’s local currency and the U.S. Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to
the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
19.
Language. The Optionee acknowledges that the Optionee is proficient in the English language and understands the terms of this
Agreement. If the Optionee has received the Plan, this Agreement, the Plan or any other document related to the Plan translated into a language
other than English and if the meaning of the translated version is different than the English version, the English version will control, unless
otherwise prescribed by applicable law.
20. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
21. Waiver. The Optionee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or
be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Optionee or any other participant.
22. Insider Trading/Market Abuse Laws. By accepting the Options, the Optionee acknowledges that the Optionee is bound by all the
terms and conditions of any Company insider trading policy as may be in effect from time to time. The Optionee further acknowledges that,
depending on the Optionee’s country, the Optionee may be or may become subject to insider trading restrictions and/or market abuse laws, which
may affect the Optionee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Options) or rights linked to the value
of Shares under the Plan during such times as the Optionee is considered to have “inside information” regarding the Company (as defined by the
laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Optionee
placed before the Optionee possessed inside information. Furthermore, the Optionee could be prohibited from (i) disclosing the inside information
to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any
restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any Company insider
trading policy as may be in effect from time to time. The Optionee acknowledges that it is the Optionee’s personal responsibility to comply with any
applicable restrictions, and Optionee should speak to the Optionee's personal advisor on this matter.
23. Legal and Tax Compliance; Cooperation. If the Optionee resides or is employed outside of the United States, the Optionee agrees, as
a condition of the grant of the Options, to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not
limited to, dividends and any proceeds derived from the sale of Shares acquired pursuant to the Options) if required by and in accordance with local
foreign exchange rules and regulations in the Optionee’s country of residence (and country of employment, if different). In addition, the Optionee
also agrees to take any and all actions, and consent to any and all actions taken by the Company and its Eligible Subsidiaries, as may be required to
allow the Company and its Eligible Subsidiaries to comply with local laws, rules and regulations in the Optionee’s country of residence (and country
of employment, if different). Finally, the Optionee agrees to take any and all actions as may be required to comply with the Optionee’s personal
legal and tax obligations under local laws, rules and regulations in the Optionee’s country of residence (and country of employment, if different).
24. Private Offering. The grant of the Options is not intended to be a public offering of securities in the Optionee’s country of residence
(and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local
securities authorities with respect to the grant of the Options (unless otherwise required under local law). No
employee of the Company is permitted to advise the Optionee on whether the Optionee should purchase Shares under the Plan or provide
the Optionee with any legal, tax or financial advice with respect to the grant of the Options. Investment in Shares involves a degree of risk.
Before deciding to purchase Shares pursuant to the Options, the Optionee should carefully consider all risk factors and tax considerations
relevant to the acquisition of Shares under the Plan or the disposition of them. Further, the Optionee should carefully review all of the
materials related to the Options and the Plan, and the Optionee should consult with the Optionee’s personal legal, tax and financial
advisors for professional advice in relation to the Optionee’s personal circumstances.
25. Foreign Asset/Account Reporting and Exchange Controls. The Optionee’s country may have certain exchange control and/or foreign
asset/account reporting requirements which may affect the Optionee’s ability to acquire or hold Shares under the Plan or cash received from
participating in the Plan (including from any dividends paid on Shares or sale proceeds resulting from the sale of Shares) in a brokerage or bank
account outside the Optionee’s country. The Optionee may be required to report such accounts, assets or transactions to the tax or other authorities in
the Optionee's country. The Optionee may be required to repatriate sale proceeds or other funds received as a result of the Optionee’s participation in
the Plan to the Optionee’s country through a designated bank or broker within a certain time after receipt. The Optionee acknowledges that it is the
Optionee's responsibility to comply with any applicable regulations, and that the Optionee should speak to the Optionee's personal advisor on this
matter.
26. Addendums. Notwithstanding any provisions of this Agreement, the Option and any Shares acquired under the Plan shall be subject
to any special terms and conditions for the Optionee’s country of employment and country of residence, if different, as set forth in any of the
Addendums. Moreover, if the Optionee relocates to one of the countries included in any of the Addendums, the special terms and conditions for
such country will apply to the Optionee, to the extent the Company determines that the application of such terms and conditions is necessary or
advisable for legal or administrative reasons and provided the imposition of the term or condition will not result in any adverse accounting expense
with respect to the Option (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the
Optionee’s transfer). The Addendums constitute part of this Agreement.
27. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Optionee’s participation in
the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or
administrative reasons and provided the imposition of the term or condition will not result in adverse accounting expense to the Company, and to
require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
28. Recoupment. The Options granted pursuant to this Agreement are subject to the terms of the Envista Holdings Corporation
Recoupment Policy in the form approved by the Committee from time to time (including any successor thereto, the “Policy”) and to the terms
required by applicable law; and the terms of the Policy and such applicable law are incorporated by reference herein and made a part hereof. For
purposes of the foregoing, the Optionee expressly and explicitly authorizes the Company to issue instructions, on the Optionee’s behalf, to any
brokerage firm and/or third party administrator engaged by the Company to hold the Optionee’s Shares and other amounts acquired pursuant to the
Optionee’s Options, to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement
of the Policy. To the extent that this Agreement and the Policy conflict, the terms of the Policy shall prevail.
29. Notices. The Company may, directly or through its third party stock plan administrator, endeavor to provide certain notices to the
Optionee regarding certain events relating to awards that the Optionee may have received or may in the future receive under the Plan, such as
notices reminding the Optionee of the vesting or expiration date of certain awards. The Optionee acknowledges and agrees that (1) the Company has
no obligation (whether pursuant to this Agreement or otherwise) to provide any such notices; (2) to the extent the Company does provide any such
notices to the Optionee the Company does not thereby assume any obligation to provide any such notices or other notices; and (3) the Company, its
Subsidiaries and the third party stock plan administrator have no liability for, and the Optionee has no right whatsoever (whether pursuant to this
Agreement or otherwise) to make any claim against the Company, any of its Subsidiaries or the third party stock plan administrator based on any
allegations of, damages or harm suffered by the Optionee as a result of the Company’s failure to provide any such notices or the Optionee’s failure
to receive any such notices. The Optionee further agrees to notify the Company upon any change in the Optionee's residence address.
30. Limitations on Liability. Notwithstanding any other provisions of the Plan or this Agreement, no individual acting as a director,
employee, or agent of the Company or any of its Subsidiaries will be liable to the Optionee or the Optionee’s spouse, beneficiary, or any other
person or entity for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable because
of any contract or other instrument the Optionee executes in such other capacity. No member of the Board or of the Committee will be liable for any
action or determination (including, but limited to, any decision not to act) made in good faith with respect to the Plan or any Option.
31. Consent and Agreement With Respect to Plan. The Optionee (a) acknowledges that the Plan and the prospectus relating
thereto are available to the Optionee on the website maintained by the Company’s third party stock plan administrator; (b) represents that
the Optionee has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of the
Optionee's choice prior to executing this Agreement and fully understands all provisions of this Agreement and the Plan; (c) accepts this
Option subject to all of the terms and provisions thereof; and (d) agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Plan or this Agreement.
[If this Agreement is signed in paper form, complete and execute the following:]
OPTIONEE
ENVISTA HOLDINGS CORPORATION
#Signature#
Signature
Signature
#ParticipantName#
Print Name
Print Name
Title
Declaration of Data Privacy Consent. By providing the additional signature below, the undersigned explicitly declares the Optionee's cons
the data processing operations described in Section 14 of this Agreement. This includes, without limitation, the transfer of the Optionee’s Per
Information to, and the processing of such data by, the Company, the Employer or, as the case may be, the Stock Plan Administrator in the U
States. The undersigned may withdraw the Optionee's consent at any time, with future effect and for any or no reason as described in Section
this Agreement.
OPTIONEE
#Signature#
Signature
ADDENDUM A
This Addendum includes special terms and conditions that govern the Option granted to the Optionee if the Optionee resides and/or works in one of
the countries listed herein. Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Grant Notice, the
Agreement or the Plan.
This Addendum also includes information regarding securities, exchange control, tax and certain other issues of which the Optionee should be
aware with respect to the Optionee’s participation in the Plan. The information is based on the securities, exchange control, tax and other laws
in effect as of February 2025. Such laws are often complex and change frequently. As a result, the Company recommends that the Optionee not
rely on the information contained herein as the only source of information relating to the consequences of the Optionee’s participation in the Plan
because the information may be out of date at the time the Optionee exercises the Option or sells Shares acquired under the Plan.
In addition, this Addendum is general in nature and may not apply to the Optionee’s particular situation, and the Company is not in a position to
assure the Optionee of any particular result. Accordingly, the Optionee should to seek appropriate professional advice as to how the relevant
laws in the Optionee’s country apply to the Optionee’s specific situation.
If the Optionee is a citizen or resident (or is considered as such for local tax purposes) of a country other than the one in which the Optionee is
currently residing and/or working, or if the Optionee transfers employment and/or residency to another country after the grant of the Option, the
information contained herein may not be applicable to the Optionee in the same manner.
EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) / SWITZERLAND / UNITED KINGDOM
Data Privacy
If the Optionee resides and/or is employed in the EU / EEA, Switzerland or the United Kingdom, the following provision replaces Section 14 of the
Agreement:
The Company is located at 200 S. Kraemer Blvd., Building E, Brea California 92821 and grants Options under the Plan to employees of
the Company and its Subsidiaries in its sole discretion. The Optionee should review the following information about the Company’s data
processing practices.
(a)Data Collection, Processing and Usage. Pursuant to applicable data protection laws, the Optionee is hereby notified that the Company
collects, processes, and uses certain personally-identifiable information about the Optionee; specifically, including the Optionee’s name, home
address, email address and telephone number, date of birth, social insurance / passport number or other identification number (e.g. resident
registration number), salary, citizenship, job title, any Shares or directorships held in the Company, and details of all Options or any other equity
compensation awards granted, canceled, exercised, vested, or outstanding in the Optionee’s favor, which the Company receives from the
Optionee or the Employer ("Personal Information"). In granting the Options under the Plan, the Company will collect the Optionee’s Personal
Information for purposes of allocating Shares and implementing, administering and managing the Plan. The Company's legal basis for
collecting, processing and using the Optionee's Personal Information will be the Company's necessity to execute its contractual obligations
under this Agreement and to comply with its legal
obligations. The Optionee’s refusal to provide Personal Information may affect the Optionee’s ability to participate in the Plan. As such, by
participating in the Plan, the Optionee voluntarily acknowledges the collection, processing and use, of the Optionee’s Personal Information as
described herein.
(b)Stock Plan Administration Service Provider. The Company transfers participant data to Fidelity Stock Plan Services LLC, an
independent service provider based in the United States, which assists the Company with the implementation, administration and management
of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the
Optionee’s Personal Information with another company that serves in a similar manner, including but not limited to, the Company's outside
legal counsel and/or the Company's auditor. The Stock Plan Administrator will open an account for the Optionee to receive and trade Shares
acquired under the Plan. The Optionee will be asked to agree on separate terms and data processing practices with the Stock Plan
Administrator, which is a condition to the Optionee’s ability to participate in the Plan.
(c)International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Company can only
meet its contractual obligations to the Optionee if the Optionee’s Personal Information is transferred to the United States. The Company’s legal
basis for the transfer of the Optionee’s Personal Information to the United States is to satisfy its contractual obligations under the terms of this
Agreement and/or its use of the standard data protection clauses adopted by the EU Commission.
(d)Data Retention. The Company will use the Optionee’s Personal Information only as long as is necessary to implement, administer and
manage the Optionee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities
laws. When the Company no longer needs the Optionee’s Personal Information, the Company will remove it from its systems. If the Company
keeps the Optionee’s data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance
with relevant laws or regulations.
(e)Data Subjects Rights. The Optionee may have a number of rights under data privacy laws in the Optionee’s country of residence (and
country of employment, if different). For example, the Optionee’s rights may include the right to (i) request access or copies of personal data the
Company processes pursuant to this Agreement, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) request restrictions
on processing, (v) lodge complaints with competent authorities in the Optionee’s country of residence (and country of employment, if different),
and/or (vi) request a list with the names and addresses of any potential recipients of the Optionee’s Personal Information. To receive
clarification regarding the Optionee’s rights or to exercise the Optionee's rights, the Optionee should contact the Optionee's local human
resources department.
AUSTRALIA
TERMS AND CONDITIONS
Options Conditioned on Satisfaction of Regulatory Obligations
If the Optionee is (a) a director of a Subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Subsidiary
incorporated in Australia and who also is a director of a Subsidiary incorporated outside of Australia, the grant of the Option is conditioned upon
satisfaction of the shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in Australia.
NOTIFICATIONS
Securities Law Notice
If the Optionee acquires Shares under the Plan and subsequently offers the Shares for sale to a person or entity resident in Australia, such offer may
be subject to disclosure requirements under Australian law, and the Optionee should obtain legal advice regarding any applicable disclosure
requirements prior to making any such offer.
Exchange Control Notice
Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers of any amount. The Australian
bank assisting with the transaction will file the report for the Optionee. If there is no Australian bank involved in the transfer, the Optionee will be
responsible for filing the report. The Optionee should consult with the Optionee’s personal advisor(s) regarding any personal legal, regulatory or
foreign exchange obligations the Optionee may have in connection with the Optionee’s participation in the Plan.
Tax Information
The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in that
Act).
BELGIUM
TERMS AND CONDITIONS
Terms and Conditions
Options granted to the Optionee in Belgium shall not be accepted by the Optionee earlier than the 61 day following the Offer Date. The Offer Date
is the date on which the Company notifies the Optionee of the material terms and conditions of the Option grant. Any acceptance given by the
Optionee before the 61 day following the grant date shall be null and void.
NOTIFICATIONS
Foreign Asset/Account Reporting Information
The Optionee is required to report any securities (e.g., Shares acquired under the Plan) or bank accounts (including brokerage accounts) opened and
maintained outside Belgium on the Optionee's annual tax return. The Optionee will also be required to provide the National Bank of Belgium with
details regarding any such account (including the account number, the name of the bank in which such account is held and the country in which such
account is located). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of
Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption. The Optionee should consult with the Optionee’s personal advisor(s)
regarding any personal foreign asset/foreign account tax obligations the Optionee may have in connection with the Optionee’s participation in the
Plan.
st
st
Stock Exchange Tax Information
A stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial intermediary, such as a U.S. broker. The
stock exchange tax will apply when Shares acquired pursuant to the Option are sold. The Optionee should consult with the Optionee’s personal tax
or financial advisor for additional details on the Optionee’s obligations with respect to the stock exchange tax.
Annual Securities Account Tax
An annual securities accounts tax may be payable if the total value of securities held in a Belgian or foreign securities account (e.g., Shares acquired
under the Plan) exceeds a certain threshold on four reference dates within the relevant reporting period (i.e., December 31, March 31, June 30 and
September 30). In such case, the tax will be due on the value of the qualifying securities held in such account. The Optionee should consult with the
Optionee’s personal tax or financial advisor for additional details on the Optionee’s obligations with respect to the annual securities account tax.
CANADA
TERMS AND CONDITIONS
Non-Qualified Securities
All or a portion of the Shares subject to the Options may be "non-qualified securities" within the meaning of the Income Tax Act (Canada). The
Company shall provide the Optionee with additional information and/or appropriate notification regarding the characterization of the Options for
Canadian income tax purposes as may be required by the Income Tax Act (Canada) and the regulations thereunder.
Method of Payment and Tax Obligations
The following provision supplements Sections 4 and 8(a) of the Agreement:
Notwithstanding any discretion in the Plan or in this Agreement, without the Company’s consent, the Optionee is not permitted to pay the Exercise
Price by the method set forth in Section 4(c), nor is the Optionee permitted to pay for any Tax Related-Items by the delivery of (i) unencumbered
Shares, or (ii) withholding in Shares otherwise issuable to the Optionee upon exercise, as set forth in Section 8(a).
Forfeiture Upon Termination of Employment
The following provision replaces Section 5(a) of the Agreement:
Until exercised, the Options shall be subject to forfeiture in the event of the termination of the Optionee's employment, where termination of
employment means the date on which the Optionee is no longer actively providing services to the Company (including, for this purpose, all Eligible
Subsidiaries) for any reason, whether such termination is occasioned by the Optionee; by the Company or any of its Eligible Subsidiaries, with or
without cause, and whether or not later found to be invalid or unlawful; by mutual agreement or by operation of law (“Termination of
Employment”). For the avoidance of doubt, unless explicitly required by applicable legislation, the date on which any Termination of Employment
occurs shall not be extended by any notice period or period for which pay in lieu of notice or related damages or payments are provided or mandated
under local law (including, but not limited to, statute, contract,
regulatory law and/or common or civil law), and the Optionee shall have no right to full or pro-rated vesting or compensation for lost vesting related
to such periods. For greater clarity, the date on which Termination of Employment occurs shall not be extended by any period of “garden leave”,
paid administrative leave or similar period under local law. The Administrator shall have the exclusive discretion to determine when the Optionee
ceased to actively provide services to the Employer for the purposes of this Option (including, subject to statutory protections, whether the Optionee
may still be considered to be providing services while on an approved leave of absence). Unless the Committee provides otherwise (1) Termination
of Employment shall include instances in which the Optionee is terminated and immediately rehired as an independent contractor, and (2) the spin-
off, sale, or disposition of the Optionee’s employer from the Company or an Eligible Subsidiary (whether by transfer of shares, assets or otherwise)
such that the Optionee’s employer no longer constitutes an Eligible Subsidiary shall constitute a Termination of Employment.
If, notwithstanding the foregoing, applicable employment legislation explicitly requires continued vesting during a statutory notice period, the
Optionee’s right to vest in the Option, if any, will terminate effective as of the last day of the minimum statutory notice period, but the Optionee will
not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Optionee’s statutory notice period, nor will the Optionee be
entitled to any compensation for the lost vesting.
Sections 5(b) through 5(h) of the Agreement shall continue to apply to the Optionee; provided, however, that any reference to termination of
employment, termination of an active service-providing relationship, “no longer actively employed (or is no longer actively providing services, as
applicable)” or similar language shall be interpreted to mean Termination of Employment as defined in this Addendum A.
The following two provisions apply if the Optionee is a resident of Quebec:
Consent to Receive Information in English
A French translation of this Agreement, the Plan and certain other documents related to the offer will be made available to the Optionee as soon as
reasonably practicable following the Optionee's written request. Notwithstanding the Language provision included in Section 19 of the Agreement,
to the extent required by applicable law and unless the Optionee indicates otherwise, the French translation of such documents will govern the
Optionee’s participation in the Plan.
Une traduction française du présent Contrat, du Plan et de certains autres documents liés à l’offre sera mise à la disposition du Bénéficiaire dès
que cela sera raisonnablement possible après la demande écrite du titulaire de l'option. Nonobstant la disposition reprise ci-dessus dans la Section
19 du Contrat relative à la Langue, dans la mesure où la loi applicable l'exige et à moins que le Bénéficiaire n'indique le contraire, la traduction
française de ces documents régira la participation au Plan du Bénéficiaire.
Grant for Future Services
The following provision supplements Section 18 of the Agreement:
(o) By accepting the Options, the Optionee acknowledges, understands and agrees that the Options relate to future services to be
performed and are not a bonus or compensation for past services.
Data Privacy
The following provision supplements Section 14 of the Agreement:
The Optionee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all
personnel, professional or not, involved in the administration and operation of the Optionee’s awards under the Plan. The Optionee further
authorizes the Company, its Subsidiaries, and the Stock Plan Administrator, to disclose and discuss the Optionee’s participation in the Plan with
their respective advisors. The Optionee further authorizes the Company and its Subsidiaries to record such information and to keep such information
in the Optionee's employee file. The Optionee acknowledges that the Optionee’s personal information, including any sensitive personal information,
may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Optionee also acknowledges that the
Company, its Subsidiaries and the Stock Plan Administrator may use technology for profiling purposes and to make automated decisions that may
have an impact on the Optionee or the administration of the Plan.
NOTIFICATIONS
Securities Law Notice
The Optionee is permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any (or any other broker
acceptable to the Company), provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock
exchange on which the Shares are listed. The Shares are currently listed on the New York Stock Exchange.
Foreign Asset/Account Reporting Information
Specified foreign property, including Options, Shares acquired under the Plan, and other rights to receive shares of a non-Canadian company held by
a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the specified
foreign property exceeds C$100,000 at any time during the year. Thus, Options must be reported – generally at a nil cost – if the C$100,000 cost
threshold is exceeded because the Optionee holds other specified foreign property. When Shares are acquired, their cost generally is the adjusted
cost base (“ACB”) of the Shares. The ACB would ordinarily equal the fair market value of the Shares at the time of acquisition, but if the Optionee
owns other shares of the Company, this ACB may need to be averaged with the ACB of the other shares. The Optionee should consult with the
Optionee’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Optionee may have in connection with the
Optionee’s participation in the Plan.
CHINA
TERMS AND CONDITIONS
The following provision applies if the Optionee is subject to exchange control restrictions and regulations in the People's Republic of China
(“PRC”), including the requirements imposed by the PRC State Administration of Foreign Exchange (“SAFE”), as determined by the Company in
its sole discretion:
Exchange Control Restrictions Applicable to Optionees who are PRC Nationals
If the Optionee is a local national of the People’s Republic of China (“PRC”), the Optionee understands that, except as otherwise provided herein,
the Optionee's Options can be exercised only by means of the cashless sell-all method, under which all Shares underlying the Options are
immediately sold upon exercise.
In addition, the Optionee understands and agrees that, pursuant to local exchange control requirements, the Optionee is required to repatriate the
cash proceeds from the cashless sell-all method of exercise of the Options, (i.e., the sale proceeds less the Exercise Price and any administrative
fees). The Optionee agrees that the Company is authorized to instruct the Stock Plan Administrator to assist with the immediate sale of such Shares
(on the Optionee’s behalf pursuant to this authorization), and the Optionee expressly authorizes such broker to complete the sale of such Shares. If
the Company changes the Stock Plan Administrator, the Optionee acknowledges and agrees that the Company may transfer any Shares issued under
the Plan to the new designated brokerage firm to serve as the new Stock Plan Administrator, if necessary or advisable for legal or administrative
reasons. The Optionee agrees to sign any documentation necessary to facilitate the transfer of Shares. Further, the Optionee acknowledges that the
Stock Plan Administrator is under no obligation to arrange for the sale of Shares at any particular price. The Company reserves the right to provide
additional methods of exercise depending on the development of local law.
In addition, the Optionee understands and agrees that the cash proceeds from the exercise of the Optionee's Options, (i.e., the proceeds of the sale of
the Shares underlying the Options, less the Exercise Price and any administrative fees) will be repatriated to China. The Optionee further
understands that, under local law, such repatriation of the cash proceeds may be effectuated through a special foreign exchange control account to be
approved by the local foreign exchange administration, and the Optionee hereby consents and agrees that the proceeds from the sale of Shares
acquired under the Plan, net of the Exercise Price and administrative fees, may be transferred to such special account prior to being delivered to the
Optionee. The proceeds, net of Tax Related-Items, may be paid to the Optionee in U.S. Dollars or local currency at the Company’s discretion (as of
the Date of Grant, the proceeds are paid to the Optionee in local currency). In the event the proceeds are paid to the Optionee in U.S. Dollars, the
Optionee understands that the Optionee will be required to set up a U.S. Dollar bank account in China and provide the bank account details to the
Employer and/or the Company so that the proceeds may be deposited into this account.
If the proceeds are paid to the Optionee in local currency, the Optionee agrees to bear any currency fluctuation risk between the time Shares are sold
and the time the sale proceeds are distributed through any such special exchange account.
Method of Exercise
The Optionee acknowledges that due to regulatory requirements, and notwithstanding any terms or conditions of the Plan or the Agreement to the
contrary, the Optionees residing in mainland China will be restricted to the cashless sell-all method of exercise with respect to their Options. To
complete a cashless sell-all exercise, the Optionee understands that the Optionee needs to instruct the broker to: (i) sell all of the purchased Shares
issued upon exercise; (ii) use the proceeds to pay the Exercise Price, brokerage fees and any applicable Tax Related-Items; and (iii) remit the
balance in cash to the Optionee. In the event of changes in regulatory requirements, the Company reserves the right to eliminate the cashless sell-all
method of exercise requirement and, in its sole discretion, to permit cash exercises, cashless sell-to-cover exercises or any other method of exercise
and payment deemed appropriate by the Company.
NOTIFICATIONS
Exchange Control Notice Applicable to Optionees in the PRC
If the Optionee is a local national of the PRC, the Optionee understands that exchange control restrictions may limit the Optionee’s ability to access
and/or convert funds received under the Plan, particularly if these amounts exceed US$50,000. The Optionee should confirm the procedures and
requirements for withdrawals and conversions of foreign currency with the Optionee's local bank prior to the Option exercise.
The Optionee agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance
with exchange control requirements in the PRC.
The Optionee should consult with the Optionee’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the
Optionee may have in connection with the Optionee’s participation in the Plan.
Foreign Asset/Account Reporting Information
PRC residents are required to report to SAFE details of their foreign financial assets and liabilities, as well as details of any economic transactions
conducted with non-PRC residents, either directly or through financial institutions. The Optionee may be subject to reporting obligations for the
Shares or awards acquired under the Plan and Plan-related transactions. The Optionee should consult with the Optionee’s personal advisor(s)
regarding any personal foreign asset/foreign account tax obligations the Optionee may have in connection with the Optionee’s participation in the
Plan.
CZECH REPUBLIC
NOTIFICATIONS
Exchange Control Notice
Upon request of the Czech National Bank (the “CNB”), the Optionee may need to report the following to the CNB: foreign direct investments,
financial credits from abroad, investment in foreign securities and associated collection and payments (Shares and proceeds from the sale of Shares
may be included in this reporting requirement). Even in the absence of a request from the CNB, the Optionee may need to report foreign direct
investments with a value of CZK 2,500,000 or more in the aggregate and/or other foreign financial assets with a certain value. The Optionee should
consult with the Optionee’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Optionee may have in
connection with the Optionee’s participation in the Plan. It is the Optionee’s responsibility to comply with Czech exchange control laws, and neither
the Company nor any Subsidiary will be liable for any resulting fines or penalties.
FINLAND
NOTIFICATIONS
Foreign Asset/Account Reporting Information. There are no specific reporting requirements with respect to foreign assets/accounts. However, the
Optionee should check the Optionee's pre-completed tax return to confirm that the ownership of Shares and other securities (foreign or domestic)
are correctly reported. If the Optionee finds any errors or omissions, the Optionee must make the necessary corrections electronically or by sending
specific paper forms to the local tax authorities. The Optionee should consult with the Optionee’s personal advisor(s) regarding any personal foreign
asset/foreign account tax obligations the Optionee may have in connection with the Optionee’s participation in the Plan.
FRANCE
TERMS AND CONDITIONS
Type of Grant
The Option is not intended to qualify for the special tax and social security treatment in France under Section L. 225-177 to L. 225-186-1 of the
French Commercial Code, as amended.
Consent to Receive Information in English
By accepting the Option, the Optionee confirms having read and understood the Plan, the Grant Notice, the Agreement and this Addendum,
including all terms and conditions included therein, which were provided in the English language. The Optionee accepts the terms of those
documents accordingly.
Consentement afin de Recevoir des Informations en Anglais
En acceptant les Options d’Achat d’Actions, le Bénéficiaire confirme avoir lu et compris le Plan, la Notification d’Attribution, le Contrat et la
présente Annexe A, en ce compris tous les termes et conditions y relatifs, qui ont été fournis en langue anglaise. Le Bénéficiaire accepte les
dispositions de ces documents en connaissance de cause.
NOTIFICATIONS
Exchange Control Notice
The value of any cash or securities imported to or exported from France without the use of a financial institution must be reported to the customs
and excise authorities when the value of such cash or securities is equal to or greater than a certain amount. The Optionee should consult with the
Optionee’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Optionee may have in connection with
the Optionee’s participation in the Plan.
Foreign Asset/Account Reporting Information
French residents must report annually any shares and bank accounts they hold outside France, including the accounts that were opened, used and/or
closed during the tax year, to the French tax authorities, on an annual basis on a special Form N° 3916, together with the Optionee’s personal income
tax return. Failure to report triggers a significant penalty. The Optionee should consult with the Optionee’s personal advisor(s) regarding any
personal foreign asset/foreign account tax obligations the Optionee may have in connection with the Optionee’s participation in the Plan.
GERMANY
NOTIFICATIONS
Exchange Control Notice
Cross-border payments in excess of EUR 12,500 must be reported to the German Federal Bank (Bundesbank). If the Optionee receives a cross-
border payment in excess of this amount (e.g., proceeds from the sale of Shares acquired under the Plan) and/or if the Company withholds or sells
Shares with a
value in excess of EUR 12,500 for any Tax-Related Items, the Optionee must report the payment and/or the value of the shares received and/or sold
or withheld to the Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available
on the Bundesbank website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank.
The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank. The Optionee should consult with the
Optionee’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Optionee may have in connection with
the Optionee’s participation in the Plan.
JAPAN
NOTIFICATIONS
Exchange Control Notice
If the Optionee acquires Shares valued at more than ¥100,000,000 in a single transaction, the Optionee must file a Securities Acquisition Report
with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of the Shares. In addition, if the Optionee pays more than
¥30,000,000 in a single transaction for the purchase of Shares when the Optionee exercises the Option, the Optionee must file a Payment Report
with the Ministry of Finance through the Bank of Japan by the 20th day of the month following the month in which the payment was made. The
precise reporting requirements vary depending on whether or not the relevant payment is made through a bank in Japan. A Payment Report is
required independently from a Securities Acquisition Report. Therefore, if the total amount that the Optionee pays upon a one-time transaction for
exercising the Option and purchasing Shares exceeds ¥100,000,000, then the Optionee must file both a Payment Report and a Securities Acquisition
Report. The Optionee should consult with the Optionee’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange
obligations the Optionee may have in connection with the Optionee’s participation in the Plan.
Foreign Asset/Account Reporting Information
The Optionee will be required to report details of any assets held outside of Japan as of December 31st (including any Shares acquired under the
Plan) to the extent such assets have a total net fair market value exceeding ¥50,000,000. Such report will be due by March 15th each year. The
Optionee should consult with the Optionee’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Optionee
may have in connection with the Optionee’s participation in the Plan.
NETHERLANDS
No country-specific provisions.
RUSSIA
IN LIGHT OF THE SANCTIONS AND RESTRICTIONS IMPOSED ON THE PROVISION OF LEGAL SERVICES PERTAINING TO RUSSIA, THIS COUNTRY ADDENDUM MAY NOT
REFLECT THE CURRENT LEGAL, REGULATORY AND TAX CONSIDERATIONS ASSOCIATED WITH GRANT AWARDS TO EMPLOYEES IN RUSSIA. FOR THIS INFORMATION,
ENVISTA SHOULD DIRECTLY ENGAGE LOCAL COUNSEL IN RUSSIA (IF NECESSARY, WE CAN PROVIDE ENVISTA WITH A REFERRAL TO LOCAL COUNSEL IN RUSSIA).
THE FOLLOWING INFORMATION REFLECTS THE ANALYSIS THAT WAS PREPARED IN CONJUNCTION WITH ENVISTA'S 2023 ANNUAL GRANT, AND THIS INFORMATION
MAY BE OUTDATED OR INACCURATE.
TERMS AND CONDITIONS
Labor Law Acknowledgement
The Optionee understands that if the Optionee continues to hold the Shares acquired under the Plan after an involuntary termination of employment,
the Optionee will be ineligible to receive unemployment benefits in Russia.
U.S. Transaction
Any Shares issued upon exercise of the Options shall be delivered to the Optionee through a brokerage account with the Stock Plan Administrator
established in the United States. The Optionee may hold the Shares in the Optionee’s brokerage account in the United States; however, in no event
will the Shares issued to the Optionee and/or share certificates or other instruments be delivered to the Optionee in Russia. The Optionee is not
permitted to make any public advertising or announcements regarding the Options or Shares in Russia, or promote these Shares to other Russian
legal entities or individuals, and the Optionee is not permitted to sell Shares acquired upon exercise of the Options directly to other Russian legal
entities or residents. The Optionee is permitted to sell Shares only on the New York Stock Exchange and only through a United States broker.
Data Privacy. This data privacy consent replaces Section 14 of the Agreement:
1. Purposes for processing of the Personal Data
1. Цели обработки Персональных данных
1.1.
Granting to the Optionee restricted share units or rights to
purchase shares of common stock.
1.1.
Предоставление
Субъектам
персональных
да
ограниченных прав на акции (Option) или прав пок
обыкновенных акций.
1.2.
Compliance with the effective Russian Federation laws;
1.2.
Соблюдение действующего законодательства Росси
Федерации;
2. The Optionee hereby grants consent to processing of the
personal data listed below
2. Субъект персональных данных настоящим дает соглас
обработку перечисленных ниже персональных данных
2.1.
Last name, first name, patronymic, year, month, date and
place of birth, gender, age, address, citizenship,
information
on
education,
contact
details
(home
address(es), direct office, home and mobile telephone
numbers, e-mail address, etc.), photographs;
2.1.
Фамилия, имя, отчество, год, месяц, дата и м
рождения, пол, возраст, адрес, гражданство, сведен
образовании,
контактная
информация
(домашн
адрес(а), номера прямого офисного, домашнег
мобильного телефонов, адрес электронной почты и
фотографии;
2.2.
Information
contained
in
personal
identification
documents (including passport details), tax identification
number and number of the State Pension Insurance
Certificate, including photocopies of passports, visas,
work permits, drivers licenses, other personal documents;
2.2.
Сведения,
содержащиеся
в
докуме
удостоверяющих личность, в том числе паспор
данные,
ИНН
и
номер
страхового
свидетел
государственного пенсионного страхования, в том ч
фотокопии паспортов, виз, разрешений на ра
водительских удостоверений, других личных докуме
2.3.
Information on employment, including the list of duties,
information on the current and former employers,
information on promotions, disciplinary sanctions,
transfer to other position / work, etc.;
2.3.
Информация о трудовой деятельности, вкл
должностные обязанности, информация о текущ
прежних
работодателях,
сведения
о
повыше
дисциплинарных взысканиях, переводах на др
должность/работу, и т.д.;
2.4.
Information on the Optionee’s salary amount, information
on salary changes, on participation in employer benefit
plans and programs, on bonuses paid, etc.;
2.4.
Информация
о
размере
заработной
п
Субъекта персональных данных, данные об измен
заработной платы, об участии в премиальных систем
программах Работодателя, информация о выплаче
премиях, и т.д.;
2.5.
Information on work time, including hours scheduled for
work per week and hours actually worked;
2.5.
Сведения
о
рабочем
времени,
вкл
нормальную продолжительность рабочего време
неделю и количество фактически отработанного раб
времени;
2.6.
Information
on
potential
membership
of
certain
categories of employees having rights for guarantees and
benefits in accordance with the Russian Federation Labor
Code and other effective legislation;
2.6.
Сведения о принадлежности к определе
категориям
работников,
которым
предоставля
гарантии и льготы в соответствии с Трудовым коде
Российской
Федерации
и
иным
действую
законодательством;
2.7.
Information on the Optionee’s tax status (exempt, tax
resident status, etc.);
2.7.
Информация о налоговом статусе Суб
персональных данных (освобождение от уплаты нал
является ли налоговым резидентом и т.д.);
2.8.
Information on shares of Common Stock or directorships
held by the Optionee, details of all awards or any other
entitlement to shares of Common Stock awarded,
cancelled, exercised, vested, unvested or outstanding;
2.8.
Информация
об
обыкновенных
акциях
членстве в совете директоров Субъекта персонал
данных, обо всех программах вознаграждения или
правах на получение обыкновенных акций, которые
предоставлены, аннулированы, исполнены, погаш
непогашены или подлежат выплате.
2.9.
Any other information, which may become necessary to
the Company in connection with the purposes specified
in Clause 2 above.
2.9.
Любые
иные
данные,
которые
м
потребоваться Операторам в связи с осуществле
целей, указанных в п. 3 выше.
the “Personal Data”
далее – «Персональные данные»
3.1. The Optionee hereby consents to performing the following
operations with the Personal Data:
3.1. Субъект персональных данных настоящим дает согл
на совершение с Персональными данными перечислен
ниже действий:
3.1.1
processing of the Personal Data, including collection,
systematization,
accumulation,
storage,
verification
(renewal, modification), use, dissemination (including
transfer), impersonalizing, blockage, destruction;
3.1.1.
обработка
Персональных
данных,
включая
систематизацию,
накопление,
хранение,
уточн
(обновление,
изменение),
использов
распространение (в том числе передача), обезличив
блокирование, уничтожение персональных данных;
3.1.2
transborder transfer of the Personal Data to оperators
located on the territory of foreign states. The Optionee
hereby confirms that he was notified of the fact that the
recipients of the Personal Data may be located in foreign
states that do not ensure adequate protection of rights of
personal data subjects;
3.1.2.
трансграничная
передача
Персональных
да
операторам
на
территории
любых
иностра
государств. Субъект персональных данных насто
подтверждает, что он был уведомлен о том,
получатели Персональных данных могут находить
иностранных
государствах,
не
обеспечиваю
адекватной
защиты
прав
субъектов
персонал
данных;
3.1.3
including Personal Data into generally accessible sources
of personal data (including directories, address books and
other), placing Personal Data on the Company’s web-
sites on the Internet.
3.1.3.
включение Персональных данных в общедосту
источники
персональных
данных
(в
том
ч
справочники, адресные книги и т.п.), размещ
Персональных данных на сайтах Операторов в
Интернет.
3.2. General description of the data processing methods used by
the Company
3.2. Общее описание используемых Оператором(ами) спо
обработки персональных данных
3.2.1.
When processing the Personal Data, the Company
undertakes the necessary organizational and technical
measures for protecting the Personal Data from unlawful
or accidental access to them, from destruction, change,
blockage, copying, dissemination of Personal Data, as
well as from other unlawful actions.
3.2.1.
При
обработке
Персональных
данных
Опера
принимают необходимые организационные и технич
меры
для
защиты
Персональных
данных
неправомерного
или
случайного
доступа
к
уничтожения, изменения, блокирования, копиров
распространения Персональных данных, а также от
неправомерных действий.
3.2.2.
Processing of the Personal Data by the Company shall be
performed using the data processing methods that ensure
confidentiality of the Personal Data, except where: (1)
Personal Data is impersonalized; and (2) in relation to
publicly available Personal Data; and in compliance with
the established requirements to ensuring the security of
personal data, the requirements to the tangible media of
biometric personal data and to the technologies for
storage of such data outside personal data information
systems in accordance with the effective legislation.
3.2.2.
Обработка
Персональных
данных
Операто
осуществляется при помощи способов, обеспечиваю
конфиденциальность таких данных, за исключе
следующих
случаев:
(1)
в
случае
обезличи
Персональных данных; (2) в отношении общедосту
Персональных данных; и при соблюдении установле
требований к обеспечению безопасности персонал
данных,
требований
к
материальным
носит
биометрических персональных данных и техноло
хранения таких данных вне информационных си
персональных данных в соответствии с действую
законодательством.
4. Term, revocation procedure
4. Срок, порядок отзыва
This Statement of Consent is valid for an indefinite term. The Optionee
may revoke this consent by sending to Company a written notice at least
ninety (90) days in advance of the proposed consent revocation date.
The Optionee agrees that during the specified notice period the
Company is not obliged to cease processing of personal data or to
destroy the personal data of The Optionee.
Настоящее согласие действует в течение неопределенного с
Субъект персональных данных может отозвать настоящее сог
путем
направления
Оператору(ам)
письменног
уведомления(ий) не менее чем за 90 (девяносто) дней
предполагаемой
даты
отзыва
настоящего
согласия.
Су
персональных данных соглашается на то, что в течение указан
срока
Оператор(ы)
не
обязан(ы)
прекращать
обра
персональных данных и уничтожать персональные данные Суб
персональных данных.
NOTIFICATIONS
Securities Law Notice
The Optionee acknowledges that the Agreement, the grant of the Options, the Plan and all other materials the Optionee may receive regarding
participation in the Plan do not constitute advertising or an offering of securities in Russia, and the Optionee 's acceptance of the Options results in
an agreement between the Company and the Optionee that is completed in the United States and is governed by the laws of the State of Delaware.
The Shares to be issued under the Plan have not and will not be registered in Russia, nor will they be admitted for listing on any Russian exchange
for trading within Russia. Thus, the Shares described in any Plan documents may not be offered or placed in public circulation in Russia. In no event
will the Shares to be issued under the Plan be delivered to the Optionee in Russia. All the Shares acquired under the Plan will be maintained on
behalf of the Optionee outside of Russia. The Optionee will not be permitted to sell or otherwise transfer the Shares directly to a Russian legal entity
or resident.
Exchange Control Notice
The Optionee may be required to repatriate cash proceeds from the Optionee’s participation in the Plan (e.g., cash dividends, sale proceeds) as soon
as the Optionee intends to use those cash amounts for any purpose, including reinvestment. If the repatriation requirement applies, such funds must
initially be credited to the Optionee through a foreign currency account at an authorized bank in Russia. After the funds are initially received in
Russia, they may be further remitted to other accounts, including ones at foreign banks, in accordance with Russian exchange control laws. As of
April 17, 2020, the repatriation requirement may not apply with respect to cash amounts received in an account that is considered by the Central
Bank of Russia to be a foreign brokerage account opened with a financial market institution other than a bank. Statutory exceptions to the
repatriation requirement also may apply. The Optionee should consult with the Optionee’s personal advisor(s) regarding any personal legal,
regulatory or foreign exchange obligations the Optionee may have in connection with the Optionee’s participation in the Plan.
Foreign Asset/Account Reporting Information
The Optionee is required to report the opening, closing or change of details of any foreign bank account to Russian tax authorities within one (1)
month of opening, closing or change of details of such account. The Optionee is also required to report (i) the beginning and ending balances in such
a foreign bank account each year, and (ii) transactions related to such a foreign account during the year to the Russian tax authorities, on or before
June 1 of the following year. The tax authorities may require supporting documents related to transactions in such foreign bank accounts. The
Optionee should consult the Optionee’s personal tax advisor to determine and ensure compliance with the Optionee’s foreign asset/account reporting
obligations. The Optionee is also required to report the Optionee’s foreign brokerage accounts and foreign accounts with other financial institutions
(financial market organizations). Certain specific exceptions from the reporting requirements may apply.
Anti-Corruption Legislation Information
Individuals holding public office in Russia, as well as their spouses and dependent children, may be prohibited from opening or maintaining a
foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly, in a foreign company (including the Shares
acquired under the Plan). The Optionee should consult with the Optionee’s personal legal advisor to determine whether this restriction applies to the
Optionee’s circumstances.
SPAIN
TERMS AND CONDITIONS
Nature of Options
The following provision supplements Section 18 of the Agreement:
In accepting the grant of Options, the Optionee acknowledges that the Optionee consents to participation in the Plan and has received a copy of the
Plan.
The Optionee understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Options under the Plan to
individuals who may be employees of the Company or its
Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that (i) any
grant will not economically or otherwise bind the Company or any Subsidiary on an ongoing basis; (ii) the Options are granted on the assumption
and condition that the Options and any Shares acquired under the Plan are not part of any employment contract (either with the Company or any
other Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right
whatsoever; and (iii) the Options will terminate upon the termination of Optionee's employment for any reason unless otherwise provided in the
Agreement, as detailed below. In addition, Optionee understands that this grant would not be made but for the assumptions and conditions referred
to above; thus, Optionee acknowledges and freely accepts that, should any or all of the assumptions be mistaken or should any of the conditions not
be met for any reason, then any grant of or right to the Options shall be null and void.
Further, the Optionee understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the
Option will be cancelled without entitlement to any Shares if the Optionee’s employment is terminated for any reason, including, but not limited to:
resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause
(i.e., subject to a “despido improcedente”), individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or
without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the
Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Company or the Employer and under Article 10.3 of the Royal
Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when the Optionee’s employment has terminated for purposes of
the Option.
The Optionee understands that this Option grant would not be made to the Optionee but for the assumptions and conditions referred to above; thus,
the Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for
any reason, then any grant of, or right to, the Option shall be null and void.
NOTIFICATIONS
Securities Law Notice
No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the
Options. The Plan, the Agreement (including this Addendum A) and any other documents evidencing the grant of the Options have not, nor will
they be, registered with the Comisión Nacional del Mercado de Valores, and none of those documents constitutes a public offering prospectus.
Exchange Control Notice
The Optionee may be required to declare electronically to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any
foreign instruments (including any Shares acquired under the Plan) and any transactions with non-Spanish residents (including any payments of
Shares made to the Optionee by the Company) if the balances in such accounts and the value of such instruments as of December 31, or the volume
of the transactions with non-Spanish residents during the prior or current year, exceed a certain threshold (currently €1,000,000).
Foreign Asset/Account Reporting Information
To the extent the Optionee holds rights or assets (e.g., cash or the Shares held in a bank or brokerage account) outside of Spain with a value in
excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which the Optionee sells or disposes of
such right or asset), the Optionee is required to report information on such rights and assets on the Optionee's tax return for such year. After such
rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or
assets increases by more than €20,000 per type of right or asset as of each subsequent December 31, or if the Optionee sells Shares or cancel bank
accounts that were previously reported. Failure to comply with this reporting requirement may result in penalties to the Spanish residents.
The Optionee should consult with the Optionee’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the
Optionee may have in connection with the Optionee’s participation in the Plan.
SWEDEN
TERMS AND CONDITIONS
Authorization to Withhold
This provision supplements Section 8 of the Agreement:
Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 8
of the Agreement, by accepting the Option, the Optionee authorizes the Company and/or the Employer to withhold Shares otherwise deliverable to
the Optionee upon settlement/vesting to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to
withhold such Tax-Related Items.
SWITZERLAND
NOTIFICATIONS
Securities Law Notice
Neither this document nor any other materials relating to the Options (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal
Act on Financial Services ("FinSA"), (ii) may be publicly distributed nor otherwise made publicly available in Switzerland to any person other than
an employee of the Company, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of
FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).
**********************************
Exhibit 10.6
ENVISTA HOLDINGS CORPORATION
2019 OMNIBUS INCENTIVE PLAN
FORM OF RESTRICTED STOCK UNIT AGREEMENT
Unless otherwise defined herein, the terms defined in the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as amended (the
“Plan”), will have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
I.
GRANT NOTICE
Name: #ParticipantName#
Employee ID: #EmployeeID#
The undersigned Participant has been granted an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this
Agreement, as follows (each of the following capitalized terms are defined terms having the meaning indicated below):
Date of Grant
#GrantDate#
Number of restricted Stock Units
#QuantityGranted#
#VestDate_1# #VestQty_1# #Vest%_1#
#VestDate_2# #VestQty_2# #Vest%_2#
#VestDate_3# #VestQty_3# #Vest%_3#
II.
AGREEMENT
1.
Grant of RSUs.
(a)
General. Envista Holdings Corporation (the “Company”) hereby grants to the Participant named in this Grant Notice (the
“Participant”), an Award of Restricted Stock Units (“RSUs”) subject to the terms and conditions of this Agreement and the Plan, which are
incorporated herein by reference.
(b)
Deferral of RSUs. To the extent the Participant is selected to participate in the Envista Holdings Corporation Deferred
Compensation Plan (the “DC Plan”), the Participant may elect to defer the receipt of any shares of Company Common Stock (a “Share”) that the
Participant may otherwise receive upon vesting of the RSUs provided under this Agreement in such amounts, in accordance with such terms and
conditions, and until such times as shall be provided under the DC Plan. For purposes of this Agreement, any RSUs subject to a deferral election
under the DC Plan shall be referenced as “Deferred RSUs,” and the timing of payment provisions as provided in this Agreement shall not apply to
such Deferred RSUs (which instead shall be governed by the DC Plan). To the extent that any provisions of the DC Plan are inconsistent or conflict
with the terms and conditions of this Agreement and the Plan, the provisions of this Agreement and the Plan shall govern.
2.
Vesting.
(a) Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, with respect to each Tranche of RSUs
granted under this Agreement (a “Tranche” consists of all RSUs as to which the Time-Based Vesting Criteria are scheduled to be satisfied on the
same date), the Tranche shall not vest unless the Participant continues to be actively employed with the Company or an Eligible Subsidiary for the
period required to satisfy the Time-Based Vesting Criteria applicable to such Tranche (the date on which the Time-Based Vesting Criteria applicable
to a Tranche are scheduled to be satisfied is the “Time-Based Vesting Date”). Vesting shall be determined separately for each Tranche. The Time-
Based Vesting Criteria applicable to any Tranche are referred to as “Vesting Conditions,” and the date upon which all Vesting Conditions applicable
to that Tranche are satisfied is referred to as the “Vesting Date” for such Tranche. The Vesting Conditions shall be established by the Compensation
Committee (the “Committee”) of the Company’s Board of Directors (or by one or more members of Company management, if such power has been
delegated in accordance with the Plan and applicable law) and reflected in the account maintained for the Participant by an external third party
administrator of the RSUs. Further, during any approved leave of absence (and without limiting the application of any other rules governing leaves
of absence that the Committee may approve from time to time pursuant to the Plan), to the extent permitted by applicable law, the Committee shall
have discretion to provide that the vesting of the RSUs shall be frozen as of the first day of the leave (or as of any subsequent day during such leave,
as applicable) and shall not resume until and unless the Participant returns to active employment.
(b) Fractional RSU Vesting. In the event the Participant is vested in a fractional portion of an RSU (a “Fractional Portion”), such
Fractional Portion will be rounded up and converted into a whole Share and issued to the Participant; provided that to the extent rounding a
fractional share up would result in the imposition of either (i) individual tax and penalty interest charges imposed under Section 409A of the Internal
Revenue Code of 1986 (“Section 409A”), or (ii) adverse tax consequences if the Participant is located outside of the United States, the fractional
share will be rounded down without the payment of any consideration in respect of such fractional share.
2
(c) Addenda. The provisions of any addenda attached hereto are incorporated by reference herein and made a part of this
Agreement, and to the extent any provision in any such addenda conflicts with any provision set forth elsewhere in this Agreement, the provision set
forth in such addenda shall control.
3.
Form and Timing of Payment; Conditions to Issuance of Shares.
(a) Form and Timing of Payment. The Award of RSUs represents the right to receive a number of Shares equal to the number of
RSUs that vest pursuant to the Vesting Conditions. Unless and until the RSUs have vested in the manner set forth in Sections 2 and 4, the Participant
shall have no right to payment of any such RSUs. Prior to actual issuance of any Shares underlying the RSUs, such RSUs will represent an
unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Subject to the other terms of the Plan and this
Agreement, with respect to any Tranche that vests in accordance with Sections 2 and 4, the underlying Shares will be paid to the Participant in
whole Shares within 90 days of the Vesting Date for that Tranche. The Shares shall not be issued under the Plan unless the issuance and delivery of
such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and
regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on
which the Company’s securities may then be traded. The Committee may require the Participant to take any reasonable action in order to comply
with any such rules or regulations.
(b) Acknowledgment of Potential Securities Law Restrictions. Unless a registration statement under the Securities Act covers the
Shares issued upon vesting of an RSU, the Committee may require that the Participant agree in writing to acquire such Shares for investment and
not for public resale or distribution, unless and until the Shares subject to the RSUs are registered under the Securities Act. The Committee may also
require the Participant to acknowledge that the Participant shall not sell or transfer such Shares except in compliance with all applicable laws, and
may apply such other restrictions as it deems appropriate. The Participant acknowledges that the U.S. federal securities laws prohibit trading in the
stock of the Company by persons who are in possession of material, non-public information, and also acknowledges and understands the other
restrictions set forth in the Company’s Insider Trading Policy.
4.
Termination.
(a) General. In the event the Participant’s active employment or other active service-providing relationship, as applicable, with the
Company or an Eligible Subsidiary terminates (the date of any such termination is referred to as the “Termination Date”) for any reason (other than
death, Early Retirement or Normal Retirement) whether or not in breach of applicable labor laws, unless contrary to applicable law and unless
otherwise provided by the Administrator either initially or subsequent to the grant of the RSUs, all RSUs that are unvested as of the Termination
Date shall automatically terminate as of the Termination Date and the Participant’s right to receive further RSUs under the Plan shall also terminate
as of the Termination Date. The Committee shall have discretion to determine whether the Participant has ceased to be actively employed by (or, if
the Participant is a consultant or director, has ceased actively providing services to) the Company or an Eligible Subsidiary, and the effective date on
which such active employment (or active service-providing relationship, as applicable) terminated. The Participant’s active employer-employee or
other active service-providing relationship, as applicable, will not be extended by any notice period mandated under applicable law (e.g., active
employment shall not include a period of “garden leave,” paid administrative leave or similar period pursuant to applicable law). Unless the
Committee provides otherwise (1) termination of the Participant’s employment will
3
include instances in which the Participant is terminated and immediately rehired as an independent contractor, and (2) the spin-off, sale, or
disposition of the Participant’s employer from the Company or an Eligible Subsidiary (whether by transfer of shares, assets or otherwise) such that
the Participant’s employer no longer constitutes an Eligible Subsidiary will constitute a termination of employment or service.
(b) Death. In the event the Participant’s active employment or other active service-providing relationship with the Company or an
Eligible Subsidiary terminates as a result of death, unless contrary to applicable law and unless otherwise provided by the Administrator either
initially or subsequent to the grant of the RSUs, the Participant’s estate will become vested in a pro rata amount of each unvested Tranche based on
the number of complete twelve-month periods between the Date of Grant and the date of the Participant’s death divided by the total number of
twelve-month periods between the Date of Grant and the Time-Based Vesting Date applicable to such Tranche. Notwithstanding anything in the
Plan or this Agreement to the contrary, for purposes of this Section, any partial twelve-month period between the Date of Grant and the date of death
shall be considered a complete twelve-month period and any Fractional Portion that results from applying the pro rata methodology shall be rounded
up to a whole Share. Further, in the event the Participant’s death occurs after the Participant’s employment terminated, all unvested RSUs held by
the Participant at the time of death shall become fully vested.
(c) Retirement.
(i) Upon termination of employment (or other active service-providing relationship, as applicable) by reason of the
Participant’s Early Retirement, unless contrary to applicable law and unless otherwise provided by the Committee either initially or subsequent to
the grant of RSUs, with respect to each Tranche that is unvested as of the Early Retirement date, a pro-rata portion of such Tranche (i.e. based on the
ratio of (x) the number of full or partial months worked by the Participant from the Date of Grant to the Early Retirement date to (y) the total
number of months in the original time-based vesting schedule of such Tranche) will vest as of the Time-Based Vesting Date for such Tranche.
(ii) Upon termination of employment (or other active service-providing relationship) by reason of the Participant’s
Normal Retirement, unless contrary to applicable law and unless otherwise provided by the Committee either initially or subsequent to the grant of
the RSUs, with respect to each Tranche that is unvested as of the Normal Retirement date, such Tranche will vest as of the Time-Based Vesting Date
for such Tranche.
(d) Gross Misconduct. If the Participant’s employment with the Company or an Eligible Subsidiary is terminated for Gross
Misconduct as determined by the Administrator, the Administrator in its sole discretion may provide that all, or any portion specified by the
Administrator, of the Participant’s unvested RSUs shall automatically terminate as of the time of termination without consideration. The Participant
acknowledges and agrees that the Participant’s termination of employment shall also be deemed to be a termination of employment by reason of the
Participant’s Gross Misconduct if, after the Participant’s employment has terminated, facts and circumstances are discovered or confirmed by the
Company that would have justified a termination for Gross Misconduct.
(e) Violation of Post-Termination Covenant. To the extent that any of the Participant’s RSUs remain outstanding under the terms
of the Plan or this Agreement after the Termination Date, such RSUs shall expire as of the date the Participant violates any covenant not to compete
or other post-termination covenant that exists between the Participant on the one hand and the Company or any Subsidiary of the Company, on the
other hand.
4
(f) Substantial Corporate Change. Notwithstanding any other provision in this Agreement to the contrary, in the event (i) a
Substantial Corporate Change occurs, (ii) the RSUs are effectively assumed or continued by the surviving or acquiring corporation in such
Substantial Corporate Change (as determined by the Board or the Committee), and (iii) the Participant is terminated without Gross Misconduct or, if
the Participant participates in the Envista Holdings Corporation Severance and Change in Control Plan, the Participant is terminated due to an
“Involuntary Termination” or “Good Reason Resignation” (as defined in the Severance and Change in Control Plan), in each case within 24 months
following the Substantial Corporate Change, then any unvested RSUs held by the Participant shall vest in full as of the Participant’s termination
date.
5.
Non-Transferability of RSUs. Unless the Committee determines otherwise in advance in writing, RSUs may not be transferred in
any manner otherwise than by will or by the applicable laws of descent or distribution. The terms of the Plan and this Agreement shall be binding
upon the executors, administrators, heirs and permitted successors and assigns of the Participant.
6.
Amendment of RSUs or Plan.
(a)
The Plan and this Agreement constitute the entire understanding of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. The
Participant expressly warrants that the Participant is not accepting this Agreement in reliance on any promises, representations, or inducements other
than those contained herein. The Board may amend, modify or terminate the Plan or the RSUs in any respect at any time; provided, however, that
modifications to this Agreement or the Plan that materially and adversely affect the Participant’s rights hereunder can be made only in an express
written contract signed by the Company and the Participant. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company
reserves the right to revise this Agreement and the Participant’s rights under outstanding RSUs as it deems necessary or advisable, in its sole
discretion and without the consent of the Participant, (1) upon a Substantial Corporate Change, (2) as required by law, or (3) to comply with Section
409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection with the RSUs; provided,
however, that the Company shall not make any change that would alter the rights of the Participant under Section 4(f) of the Agreement.
(b) The Participant acknowledges and agrees that if the Participant changes classification from a full-time employee to a part-time
employee the Committee may in its sole discretion reduce or eliminate the Participant’s unvested RSUs.
7.
Tax Obligations.
(a) Withholding Taxes. Regardless of any action the Company or any Eligible Subsidiary employing the Participant (the
“Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other
Tax Related-Items (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related-Items associated with the RSUs
is and remains the Participant’s responsibility and that the Company and the Employer (i) make no representations or undertakings regarding the
treatment of any Tax Related-Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the
delivery of Shares, the subsequent sale of Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit
to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax Related-Items. Further, if the
Participant is subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the
5
Employer (or former employer, as applicable) may be required to withhold or account for Tax Related-Items in more than one jurisdiction.
(i) This Section 7(a)(i) shall apply to the Participant only if the Participant is not subject to Section 16 of the Securities Exchange Act
of 1934 as of the date the relevant RSU first becomes includible in the gross income of the Participant for purposes of Tax Related-Items. The
Participant shall, no later than the date as of which the value of an RSU first becomes includible in the gross income of the Participant for purposes
of Tax Related-Items, pay to the Company and/or the Employer, or make arrangements satisfactory to the Administrator regarding payment of, all
Tax Related-Items required by applicable law to be withheld by the Company and/or the Employer with respect to the RSU. The obligations of the
Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company and/or the Employer shall, to the
extent permitted by applicable law, have the right to deduct any such Tax Related-Items from any payment of any kind otherwise due to the
Participant. The Company shall have the right to require the Participant to remit to the Company an amount in cash sufficient to satisfy any
applicable withholding requirements related thereto. With the approval of the Administrator, the Participant may satisfy the foregoing requirement
by either (i) electing to have the Company withhold from delivery of Shares or (ii) delivering already owned unrestricted Shares, in each case,
having a value equal to the minimum amount of tax required to be withheld (or such other rate that will not cause adverse accounting consequences
for the Company). Any such Shares shall be valued at their Fair Market Value on the date as of which the amount of Tax Related-Items to be
withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to the RSUs. The
Company may also use any other method or combination of methods of obtaining the necessary payment or proceeds, as permitted by applicable
law, to satisfy its withholding obligation with respect to any RSU.
(ii) This Section 7(a)(ii) shall apply to the Participant only if the Participant is subject to Section 16 of the Securities Exchange Act of
1934 as of the date the relevant RSU first becomes includible in the gross income of the Participant for purposes of Tax Related-Items. All Tax
Related-Items legally payable by the Participant in respect of the RSUs shall be satisfied by the Company, withholding a number of the Shares that
would otherwise be delivered to the Participant upon the vesting or settlement of the RSUs with a Fair Market Value, determined as of the date of
the relevant taxable event, equal to the minimum statutory withholding amount that applies to the Participant, rounded up to the nearest whole share
(“Net Settlement”). The Net Settlement mechanism described in this paragraph was approved by the Committee prior to the Date of Grant in a
manner intended to constitute “approval in advance” by the Committee for purposes of Rule 16b3-(e) under the Securities Exchange Act of 1934, as
amended.
(iii) If the obligation for Tax Related-Items is satisfied by net settlement, for tax purposes, the Participant shall be deemed to have
been issued the full number of Shares issued upon vesting of the RSUs notwithstanding that a number of the Shares are held back solely for the
purpose of paying the Tax Related-Items.
(b) Code Section 409A. Payments made pursuant to this Plan and this Agreement are intended to qualify for an exemption from or
comply with Section 409A. Notwithstanding any provision in this Agreement, the Company reserves the right, to the extent the Company deems
necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs granted to
Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A;
provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A
6
and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the
requirements of Section 409A, neither the Company nor any of its Eligible Subsidiaries shall have any liability for any tax, penalty or interest
imposed on the Participant by Section 409A, and the Participant shall have no recourse against the Company or any of its Eligible Subsidiaries for
payment of any such tax, penalty or interest imposed by Section 409A.
Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to
or provided to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this
Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the
definition of deferred compensation under Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury
Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar
year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary
separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.
For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event
must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the
assets” of the Company within the meaning of Section 409A.
If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its
Subsidiaries) as of the Participant's separation from service, to the extent any payment under this Agreement constitutes deferred compensation
(after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of a separation from service, then
to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day of the seventh
month following the Participant’s separation from service, or (ii) the Participant’s date of death; provided, however, that any payments delayed
during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the
Participant’s separation from service.
8.
Rights as Shareholder. Until all requirements for vesting of the RSUs pursuant to the terms of this Agreement and the Plan have
been satisfied, the Participant shall not be deemed to be a shareholder of the Company, and shall have no dividend rights or voting rights with
respect to the RSUs or any Shares underlying or issuable in respect of such RSUs until such Shares are actually issued to the Participant.
9.
No Employment Contract. Nothing in the Plan or this Agreement constitutes an employment contract between the Company and the
Participant and this Agreement shall not confer upon the Participant any right to continuation of employment with the Company or any of its
Eligible Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or any of its Eligible Subsidiaries right to terminate the
Participant’s employment or at any time, with or without cause (subject to any employment agreement the Participant may otherwise have with the
Company or an Eligible Subsidiary thereof and/or applicable law).
10.
Board Authority. The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for the
administration, interpretation and application of this Agreement as are consistent therewith and to interpret or revoke any such rules (including, but
not limited
7
to, the determination of whether any RSUs have vested). All interpretations and determinations made by the Board and/or the Committee in good
faith shall be final and binding upon the Participant, the Company and all other interested persons and such determinations of the Board and/or the
Committee do not have to be uniform nor do they have to consider whether Plan participants are similarly situated.
11.
Headings. The captions used in this Agreement and the Plan are inserted for convenience and shall not be deemed to be a part of the
RSUs for construction and interpretation.
12.
Electronic Delivery.
(a) If the Participant executes this Agreement electronically, for the avoidance of doubt, the Participant acknowledges and agrees
that the Participant's execution of this Agreement electronically (through an on-line system established and maintained by the Company or a third
party designated by the Company, or otherwise) shall have the same binding legal effect as would execution of this Agreement in paper form. The
Participant acknowledges that upon request of the Company the Participant shall also provide an executed, paper form of this Agreement.
(b) If the Participant executes this Agreement in paper form, for the avoidance of doubt the parties acknowledge and agree that it
is their intent that any agreement previously or subsequently entered into between the parties that is executed electronically shall have the same
binding legal effect as if such agreement were executed in paper form.
(c) If the Participant executes this Agreement multiple times (for example, if the Participant first executes this Agreement in
electronic form and subsequently executes this Agreement in paper form), the Participant acknowledges and agrees that (i) no matter how many
versions of this Agreement are executed and in whatever medium, this Agreement only evidences a single Award relating to the number of RSUs set
forth in the Grant Notice and (ii) this Agreement shall be effective as of the earliest execution of this Agreement by the parties, whether in paper
form or electronically, and the subsequent execution of this Agreement in the same or a different medium shall in no way impair the binding legal
effect of this Agreement as of the time of original execution.
(d) The Company may, in its sole discretion, decide to deliver by electronic means any documents related to the RSUs, to
participation in the Plan, or to future awards granted under the Plan, or otherwise required to be delivered to the Participant pursuant to the Plan or
under applicable law, including but not limited to, the Plan, this Agreement, the Plan prospectus and any reports of the Company generally provided
to shareholders. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to the Company’s intranet or
the internet site of a third party involved in administering the Plan, the delivery of documents via electronic mail (“e-mail”) or such other means of
electronic delivery specified by the Company. By executing this Agreement, the Participant hereby consents to receive such documents by electronic
delivery. At the Participant’s written request to the Secretary of the Company, the Company shall provide a paper copy of any document at no cost to
the Participant.
13.
Data Privacy. The Company is located at 200 S. Kraemer Blvd., Building E, Brea, California 92821, United States of America
and grants RSUs under the Plan to employees of the Company and its Subsidiaries in its sole discretion. In conjunction with the Company’s
grant of the RSUs under the Plan and its ongoing administration of such awards, the Company is providing the following information about its
data collection, processing and transfer practices (“Personal Data Activities”). In accepting the grant of the RSUs, the Participant expressly and
explicitly consents to the Personal Data Activities as described herein.
8
(a)
Data Collection, Processing and Usage. The Company collects, processes and uses the Participant’s personal data, including the
Participant’s name, home address, e-mail address, and telephone number, date of birth, social insurance / passport number or other
identification number (e.g. resident registration number), salary, citizenship, job title, any Shares or directorships held in the Company, and
details of all RSUs or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in the Participant’s favor,
which the Company receives from the Participant or the Employer ("Personal Information"). In granting the RSUs under the Plan, the
Company will collect the Participant’s Personal Information for purposes of allocating Shares and implementing, administering and managing
the Plan. The Company’s legal basis for the collection, processing and usage of the Participant’s Personal Information is the Participant’s
consent.
(b)
Stock Plan Administration Service Provider. The Company transfers the Participant’s Personal Information to Fidelity Stock
Plan Services LLC, an independent service provider based in the United States, which assists the Company with the implementation,
administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan
Administrator and share the Participant’s Personal Information with another company that serves in a similar manner, including but not limited
to, the Company's outside legal counsel and / or the Company's auditor. The Stock Plan Administrator will open an account for the Participant
to receive and trade Shares acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with
the Stock Plan Administrator, which is a condition to the Participant’s ability to participate in the Plan.
(c)
International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Participant
should note that the Participant’s country of residence may have enacted data privacy laws that are different from the United States. The
Company’s legal basis for the transfer of the Participant’s Personal Information to the United States is the Participant’s consent.
(d)
Voluntariness and Consequences of Consent Denial or Withdrawal. The Participant’s participation in the Plan and the
Participant's grant of consent is purely voluntary. The Participant may deny or withdraw the Participant's consent at any time. If the Participant
does not consent, or if the Participant later withdraws the Participant's consent, the Participant may be unable to participate in the Plan. This
would not affect the Participant’s existing employment or salary; instead, the Participant merely may forfeit the opportunities associated with the
Plan.
(e)
Data Subjects Rights. The Participant may have a number of rights under the data privacy laws in the Participant’s country of
residence. For example, the Participant’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii)
request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent
authorities in the Participant’s country of residence, and/or (vi) request a list with the names and addresses of any potential recipients of the
Participant’s Personal Information. To receive clarification regarding the Participant’s rights or to exercise the Participant's rights, the
Participant should contact the Participant's local human resources department.
14.
Waiver of Right to Jury Trial. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT OR
EXPECTATION AGAINST THE OTHER TO TRIAL OR ADJUDICATION BY A JURY OF ANY CLAIM, CAUSE OR ACTION ARISING
WITH RESPECT TO THE RSUS OR HEREUNDER, OR THE RIGHTS, DUTIES OR LIABILITIES CREATED HEREBY.
9
15.
Agreement Severable. In the event that any provision of this Agreement shall be held invalid or unenforceable, such provision shall
be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.
16.
Governing Law and Venue. The laws of the State of Delaware (other than its choice of law provisions) shall govern this Agreement
and its interpretation. For purposes of litigating any dispute that arises with respect to the RSUs, this Agreement or the Plan, the parties hereby
submit to and consent to the jurisdiction of the State of Delaware, and agree that such litigation shall be conducted in the courts of New Castle
County, or the United States Federal court for the District of Delaware, and no other courts; and waive, to the fullest extent permitted by law, any
objection that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in
any such court is improper or that such proceedings have been brought in an inconvenient forum. Any claim under the Plan, this Agreement or the
RSUs must be commenced by the Participant within twelve (12) months of the earliest date on which the Participant’s claim first arises, or the
Participant’s cause of action accrues, or such claim will be deemed waived by the Participant.
17.
Nature of RSUs. In accepting the RSUs, the Participant acknowledges and agrees that:
(a)
the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended
or terminated by the Company at any time, to the extent permitted by the Plan;
(b)
the Plan is operated and the RSUs are granted exclusively by the Company and only the Company is a party to this
Agreement; accordingly, any rights the Participant may have under this Agreement may be raised only against the Company but not any Eligible
Subsidiary (including, but not limited to, the Employer);
(c) the award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future
awards of RSUs or benefits in lieu of RSUs, even if RSUs have been awarded in the past;
(d) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(e) the Participant’s participation in the Plan is voluntary;
(f) the award of RSUs and the Shares subject to the RSUs, and the income from and value of same, are an extraordinary item that
(i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of
the Participant’s employment or service contract, if any;
(g) the award of RSUs and the Shares subject to the RSUs, and the income from and value of same are not part of normal or
expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end
of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event
should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(h) the award of RSUs and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace
or supplement any pension rights or compensation;
10
(i) unless otherwise expressly agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income from and
value of same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of any Subsidiary;
(j) the future value of the underlying Shares is unknown and cannot be predicted with certainty;
(k) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value;
(l) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the
RSUs or from any diminution in value of the RSUs or the Shares upon vesting of the RSUs resulting from termination of the Participant’s
employment or continuous service with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor
laws of the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of
the grant of the RSUs, the Participant agrees not to institute any claim against the Company or any Subsidiary; if, notwithstanding the foregoing,
any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement/electronically accepting this
Agreement, Participant shall be deemed to have irrevocably waived the Participant’s entitlement to pursue or seek remedy for any such claim; and
(m) neither the Company, the Employer nor any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation
between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant
pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon vesting.
18.
Language. The Participant acknowledges that the Participant is proficient in the English language and understands the terms of
this Agreement. If the Participant has received the Plan, this Agreement or any other document related to the Plan translated into a language other
than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise
prescribed by applicable law.
19.
Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
20.
Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate
or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant.
21.
Insider Trading/Market Abuse Laws. By accepting the RSUs, the Participant acknowledges that the Participant is bound by all the
terms and conditions of any Company insider trading policy as may be in effect from time to time. The Participant further acknowledges that,
depending on the Participant’s country, the Participant may be or may become subject to insider trading restrictions and/or market abuse laws, which
may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., RSUs) or rights linked to the value
of Shares under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the
laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant
placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (i)
11
disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise
to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed
under any Company insider trading policy as may be in effect from time to time. The Participant acknowledges that it is the Participant’s personal
responsibility to comply with any applicable restrictions, and the Participant should speak to the Participant's personal advisor on this matter.
22.
Legal and Tax Compliance; Cooperation. If the Participant resides or is employed outside of the United States, the Participant
agrees, as a condition of the grant of the RSUs, to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including,
but not limited to, dividends and any proceeds derived from the sale of Shares acquired pursuant to the RSUs) if required by and in accordance with
local foreign exchange rules and regulations in the Participant ‘s country of residence (and country of employment, if different). In addition, the
Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company and its Eligible Subsidiaries, as may be
required to allow the Company and its Eligible Subsidiaries to comply with local laws, rules and regulations in the Participant’s country of residence
(and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the
Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant ‘s country of residence (and country of
employment, if different).
23.
Private Offering. The grant of the RSUs is not intended to be a public offering of securities in the Participant’s country of residence
(and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local
securities authorities with respect to the grant of the RSUs (unless otherwise required under local law). No employee of the Company is permitted
to advise the Participant on whether the Participant should acquire Shares under the Plan or provide the Participant with any legal, tax or
financial advice with respect to the grant of the RSUs. Investment in Shares involves a degree of risk. Before deciding to acquire Shares
pursuant to the RSUs, the Participant should carefully consider all risk factors and tax considerations relevant to the acquisition of Shares
under the Plan or the disposition of them. Further, the Participant should carefully review all of the materials related to the RSUs and the
Plan, and the Participant should consult with the Participant’s personal legal, tax and financial advisors for professional advice in relation
to the Participant’s personal circumstances.
24.
Foreign Asset/Account Reporting Requirements and Exchange Controls. The Participant’s country may have certain foreign asset/
account reporting requirements and exchange controls which may affect the Participant’s ability to acquire or hold Shares under the Plan or cash
received from participating in the Plan (including any dividends paid on Shares, sale proceeds resulting from the sale of Shares acquired under the
Plan) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets, or
transactions to the tax or other authorities in the Participant’s country. The Participant may be required to repatriate sale proceeds or other funds
received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker within a certain time
after receipt. The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations and the Participant should
consult the Participant's personal legal advisor for any details.
25.
Addendums. Notwithstanding any provisions in this Agreement, the RSUs and any Shares subject to the RSUs shall be subject to
any special terms and conditions for the Participant’s country of employment and country of residence, if different, as set forth in the addenda
attached hereto.
12
Moreover, if the Participant relocates to one of the countries included in such addenda, the special terms and conditions for such country will apply
to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or
administrative reasons and provided the imposition of the term or condition will not result in any adverse accounting expense with respect to the
RSUs (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).
All addenda attached hereto constitute part of this Agreement.
26.
Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation
in the Plan, on the RSUs and on any Shares subject to the RSUs, to the extent the Company determines it is necessary or advisable for legal or
administrative reasons and provided the imposition of the term or condition will not result in any adverse accounting expense to the Company, and
to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
27.
Recoupment. The RSUs granted pursuant to this Agreement are subject to the terms of the Envista Holdings Corporation
Recoupment Policy in the form approved by the Committee from time to time (including any successor thereto, the “Policy”) if and to the extent
such Policy by its terms applies to the RSUs, and to the terms required by applicable law; and the terms of the Policy and such applicable law are
incorporated by reference herein and made a part hereof. For purposes of the foregoing, the Participant expressly and explicitly authorizes the
Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold
the Participant’s Shares and other amounts acquired pursuant to the Participant’s RSUs, to re-convey, transfer or otherwise return such Shares and/or
other amounts to the Company upon the Company’s enforcement of the Policy. To the extent that this Agreement and the Policy conflict, the terms
of the Policy shall prevail.
28.
Notices. The Company may, directly or through its third party stock plan administrator, endeavor to provide certain notices to the
Participant regarding certain events relating to awards that the Participant may have received or may in the future receive under the Plan, such as
notices reminding the Participant of the vesting or expiration date of certain awards. The Participant acknowledges and agrees that (1) the Company
has no obligation (whether pursuant to this Agreement or otherwise) to provide any such notices; (2) to the extent the Company does provide any
such notices to the Participant the Company does not thereby assume any obligation to provide any such notices or other notices; and (3) the
Company, its Subsidiaries and the third party stock plan administrator have no liability for, and the Participant has no right whatsoever (whether
pursuant to this Agreement or otherwise) to make any claim against the Company, any of its Subsidiaries or the third party stock plan administrator
based on any allegations of, damages or harm suffered by the Participant as a result of the Company’s failure to provide any such notices or the
Participant’s failure to receive any such notices. The Participant further agrees to notify the Company upon any change in the Participant's residence
address.
29.
Limitations on Liability. Notwithstanding any other provisions of the Plan or this Agreement, no individual acting as a director,
employee, or agent of the Company or any of its Subsidiaries will be liable to the Participant or the Participant’s spouse, beneficiary, or any other
person or entity for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable because
of any contract or other instrument the Participant executes in such other capacity. No member of the Board or of the Committee will be liable for
any action or determination (including, but limited to, any decision not to act) made in good faith with respect to the Plan or any RSUs.
13
30.
Consent and Agreement With Respect to Plan. The Participant (a) acknowledges that the Plan and the prospectus relating
thereto are available to the Participant on the website maintained by the Company’s third party stock plan administrator; (b) represents
that the Participant has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel
of the Participant's choice prior to executing this Agreement and fully understands all provisions of this Agreement and the Plan; (c)
accepts these RSUs subject to all of the terms and provisions thereof; and (d) agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee upon any questions arising under the Plan or this Agreement.
14
[If this Agreement is signed in paper form, complete and execute the following:]
PARTICIPANT
ENVISTA HOLDINGS CORPORATION
#Signature#
Signature
Signature
#ParticipantName#
Print Name
Print Name
Title
Declaration of Data Privacy Consent. By providing the additional signature below, the undersigned explicitly declares the
Participant's consent to the data processing operations described in Section 13 of this Agreement. This includes, without
limitation, the transfer of the Participant’s Personal Information to, and the processing of such data by, the Company, the
Employer or, as the case may be, the Stock Plan Administrator in the United States. The undersigned may withdraw the
Participant's consent at any time, with future effect and for any or no reason as described in Section 13 of this Agreement.
PARTICIPANT
#Signature#
Signature
15
ADDENDUM A
This Addendum includes additional terms and conditions that govern the RSUs granted to the Participant if the Participant works and/or resides in
one of the countries listed herein. Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Grant Notice,
the Agreement or the Plan.
This Addendum may also include information regarding exchange controls, tax and certain other issues of which the Participant should be aware
with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control, tax and other laws in
effect as of February 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant
not rely on the information contained herein as the only source of information relating to the consequences of the Participant’s participation in the
Plan because the information may be out of date at the time the Participant vests in the RSUs or sells Shares acquired under the Plan.
In addition, this Addendum is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to
assure the Participant of any particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant
laws in the Participant’s country apply to the Participant’s specific situation.
If the Participant is a citizen or resident (or is considered as such for local tax purposes) of a country other than the one in which the Participant is
currently residing and/or working, or if the Participant transfers employment and/or residency to another country after the grant of the RSUs, the
information contained herein may not be applicable to the Participant in the same manner.
EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) / SWITZERLAND / UNITED KINGDOM
Data Privacy
If the Participant resides and/or is employed in the EU / EEA, Switzerland or the United Kingdom, the following provision replaces Section 13 of
the Agreement:
The Company is located at 200 S. Kraemer Blvd., Building E, Brea California 92821 and grants RSUs under the Plan to employees of
the Company and its Subsidiaries in its sole discretion. The Participant should review the following information about the Company’s data
processing practices.
(a)
Data Collection, Processing and Usage. Pursuant to applicable data protection laws, the Participant is hereby notified that the
Company collects, processes, and uses certain personally-identifiable information about the Participant; specifically, including the Participant’s
name, home address, email address and telephone number, date of birth, social insurance / passport number or other identification number (e.g.
resident registration number), salary, citizenship, job title, any Shares or directorships held in the Company, and details of all RSUs or any other
equity compensation awards granted, canceled, exercised, vested, or outstanding in the Participant’s favor, which the Company receives from the
Participant or the Employer ("Personal Information"). In granting the RSUs under the Plan, the Company will collect the Participant’s
Personal Information for purposes of allocating Shares and implementing, administering and managing the Plan. The Company’s legal basis
for collecting, processing and using the Participant's Personal Information will be the Company's
16
necessity to execute its contractual obligations under this Agreement and to comply with its legal obligations. The Participant’s refusal to
provide personal data may affect the Participant’s ability to participate in the Plan. As such, by participating in the Plan, the Participant
voluntarily acknowledges the collection, processing and use, of the Participant’s Personal Information as described herein.
(b)
Stock Plan Administration Service Provider. The Company transfers participant data to Fidelity Stock Plan Services LLC, an
independent service provider based in the United States, which assists the Company with the implementation, administration and management
of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the
Participant’s Personal Information with another company that serves in a similar manner, including but not limited to, the Company's outside
legal counsel and / or the Company's auditor. The Stock Plan Administrator will open an account for the Participant to receive and trade Shares
acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan
Administrator, which is a condition to the Participant’s ability to participate in the Plan.
(c)
International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Company can
only meet its contractual obligations to the Participant if the Participant’s Personal Information is transferred to the United States. The
Company’s legal basis for the transfer of the Participant’s Personal Information to the United States is to satisfy its contractual obligations
under the terms of this Agreement and/or its use of the standard data protection clauses adopted by the EU Commission.
(d)
Data Retention. The Company will use the Participant’s Personal Information only as long as is necessary to implement,
administer and manage the Participant’s participation in the Plan or as required to comply with legal or regulatory obligations, including under
tax and securities laws. When the Company no longer needs the Participant’s Personal Information, the Company will remove it from its
systems. If the Company keeps the Participant’s data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis
would be for compliance with relevant laws or regulations.
(e)
Data Subjects Rights. The Participant may have a number of rights under data privacy laws in the Participant’s country of
residence (and country of employment, if different). For example, the Participant’s rights may include the right to (i) request access or copies of
personal data the Company processes pursuant to this Agreement, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv)
request restrictions on processing, (v) lodge complaints with competent authorities in the Participant’s country of residence (and country of
employment, if different), and/or (vi) request a list with the names and addresses of any potential recipients of the Participant’s Personal
Information. To receive clarification regarding the Participant’s rights or to exercise the Participant's rights, the Participant should contact the
Participant's local human resources department.
AUSTRALIA
TERMS AND CONDITIONS
RSUs Conditioned on Satisfaction of Regulatory Obligations
If the Participant is (a) a director of a Subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Subsidiary
incorporated in Australia and who also is a director of a
17
Subsidiary incorporated outside of Australia, the grant of the RSUs is conditioned upon satisfaction of the shareholder approval provisions of
section 200B of the Corporations Act 2001 (Cth) in Australia.
NOTIFICATIONS
Securities Law Notice
The Participant understands that the offering under the Plan in Australia is being made under Division 1A Part 7.12 of the Corporations Act 2001
(Cth). If the Participant acquires Shares under the Plan and subsequently offers such Shares for sale to a person or entity resident in Australia, such
offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice on regarding any applicable
disclosure requirements prior to making any such offer.
Exchange Control Notice
Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers of any amount. The Australian
bank assisting with the transaction will file the report for the Participant. If there is no Australian bank involved in the transfer, the Participant will
be responsible for filing the report. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory
or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Tax Information
The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in that
Act).
BELGIUM
NOTIFICATIONS
Foreign Asset/Account Reporting Information
The Participant is required to report any securities (e.g., Shares acquired under the Plan) or bank accounts (including brokerage accounts) opened
and maintained outside of Belgium on the Participant's annual tax return. The Participant will also be required to complete a separate report,
providing the National Bank of Belgium with details regarding any such account (including the account number, the name of the bank in which such
account is held and the country in which such account is located). This report, as well as additional information on how to complete it, can be found
on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption. The Participant should consult
with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in
connection with the Participant’s participation in the Plan.
Stock Exchange Tax Information
A stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial intermediary, such as a U.S. broker. The
stock exchange tax will apply when Shares acquired pursuant to the RSUs are sold. The Participant should consult with a personal tax or financial
advisor for additional details on the Participant’s obligations with respect to the stock exchange tax.
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Annual Securities Account Tax
An annual securities accounts tax may be payable if the total value of securities held in a Belgian or foreign securities account (e.g., Shares acquired
under the Plan) exceeds a certain threshold on four reference dates within the relevant reporting period (i.e., December 31, March 31, June 30 and
September 30). In such case, the tax will be due on the value of the qualifying securities held in such account. The Participant should consult with a
personal tax or financial advisor for additional details on the Participant’s obligations with respect to the annual securities account tax. The
Participant should consult with the Participant’s personal tax or financial advisor for additional details on the Participant’s obligations with respect
to the annual securities account tax.
BRAZIL
TERMS AND CONDITIONS
Labor Law Policy and Acknowledgment
The following provision supplements Section 17 of the Agreement:
By accepting the RSUs, the Participant agrees that the Participant is (i) making an investment decision; (ii) the Shares will be issued to the
Participant only if the Vesting Conditions are met and (iii) the value of the underlying Shares is not fixed and may increase or decrease in value over
the vesting period without compensation to the Participant.
Compliance with Law
By accepting the RSUs, the Participant acknowledges that the Participant agrees to comply with applicable Brazilian laws and to pay any and all
applicable taxes associated with the vesting of the RSUs, and the sale of Shares acquired under the Plan and the receipt of any dividends.
NOTIFICATIONS
Foreign Asset/Account Reporting Information
If the Participant is a resident or domiciled in Brazil, the Participant may be required to submit an annual declaration of assets and rights held
outside of Brazil to the Central Bank of Brazil. If the aggregate value of such assets and / or rights held as of December 31 is equal to or greater than
US$1,000,000 but less than US$100,000,000, a declaration must be submitted annually. If the aggregate value exceeds US$100,000,000, a
declaration must be submitted quarterly. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign
asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
Tax on Financial Transaction (IOF)
Repatriation of funds (e.g., the proceeds from the sale of Shares) into Brazil and the conversion of USD into BRL associated with such fund
transfers may be subject to the Tax on Financial Transactions. It is the Participant's responsibility to comply with any applicable Tax on Financial
Transactions arising from the Participant’s participation in the Plan. The Participant should consult with the Participant’s personal tax advisor for
additional details.
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CANADA
TERMS AND CONDITIONS
RSUs Payable Only in Shares
RSUs granted to Participants in Canada shall be paid in Shares only. In no event shall any of such RSUs be paid in cash, notwithstanding any
discretion contained in the Plan, or any provision in the Agreement to the contrary.
Forfeiture Upon Termination of Employment
The following provision replaces Section 4(a) of the Agreement:
Until vested, the RSU shall be subject to forfeiture in the event of the termination of the Participant's employment, where termination of
employment means the date on which the Participant is no longer actively providing services to the Company (including, for this purpose, all
Eligible Subsidiaries) for any reason, whether such termination is occasioned by the Participant, by the Company or any of its Eligible Subsidiaries,
with or without cause, and whether or not later found to be invalid or unlawful; by mutual agreement or by operation of law (“Termination of
Employment”). For the avoidance of doubt, unless explicitly required by applicable legislation, the date on which any Termination of Employment
occurs shall not be extended by any notice period or period for which pay in lieu of notice or related damages or payments are provided or mandated
under local law (including, but not limited to, statute, contract, regulatory law and/or common or civil law), and the Participant shall have no right to
full or pro-rated vesting or compensation for lost vesting related to such periods. For greater clarity, the date on which Termination of Employment
occurs shall not be extended by any period of “garden leave”, paid administrative leave or similar period under local law. The Administrator shall
have the exclusive discretion to determine when the Participant ceased to actively provide services to the Employer for the purposes of this RSU
(including, subject to statutory protections, whether the Participant may still be considered to be providing services while on an approved leave of
absence). Unless the Committee provides otherwise (1) Termination of Employment shall include instances in which the Participant is terminated
and immediately rehired as an independent contractor, and (2) the spin-off, sale, or disposition of the Employer from the Company or an Eligible
Subsidiary (whether by transfer of shares, assets or otherwise) such that the Employer no longer constitutes an Eligible Subsidiary shall constitute a
Termination of Employment.
If, notwithstanding the foregoing, applicable employment legislation explicitly requires continued vesting during a statutory notice period, the
Participant’s right to vest in the RSU, if any, will terminate effective as of the last day of the minimum statutory notice period, but the Participant
will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Participant’s statutory notice period, nor will the
Participant be entitled to any compensation for the lost vesting.
Sections 4(b) through 4(e) of the Agreement shall continue to apply to the Participant; provided, however, that any reference to termination of
employment, termination of an active service-providing relationship, “no longer actively employed (or is no longer actively providing services, as
applicable)” or similar language shall be interpreted to mean Termination of Employment as defined in this Addendum A.
The following two provisions apply if the Participant is a resident of Quebec:
Consent to Receive Information in English
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A French translation of this Agreement, the Plan and certain other documents related to the offer will be made available to the Participant as soon as
reasonably practicable following the Participant's written request. Notwithstanding the Language provision included in Section 18 of the Agreement,
to the extent required by applicable law and unless the Participant indicates otherwise, the French translation of such documents will govern the
Participant’s participation in the Plan.
Une traduction française du présent Contrat, du Plan et de certains autres documents liés à l’offre sera mise à la disposition du Participant dès que
cela sera raisonnablement possible suite à la demande écrite du Participant. Nonobstant la disposition reprise ci-dessus dans la Section 18 du
Contrat relative à la Langue, dans la mesure où la loi applicable l'exige et à moins que le Participant n'indique le contraire, la traduction française
de ces documents régira la participation au Plan du Participant.
Data Privacy
The following provision supplements Section 13 of the Agreement:
The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all
personnel, professional or not, involved in the administration and operation of the Participant’s awards under the Plan. The Participant further
authorizes the Company, its Subsidiaries and the Stock Plan Administrator to disclose and discuss the Participant’s participation in the Plan with
their respective advisors. The Participant further authorizes the Company and its Subsidiaries to record such information and to keep such
information in the Participant’s employee file. The Participant acknowledges that the Participant’s personal information, including any sensitive
personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Participant also
acknowledges that the Company, its Subsidiaries and the Stock Plan Administrator may use technology for profiling purposes and to make
automated decisions that may have an impact on the Participant or the administration of the Plan.
NOTIFICATIONS
Securities Law Notice
The Participant is permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any (or any other
broker acceptable to the Company), provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a
stock exchange on which the Shares are listed. The Shares are currently listed on the New York Stock Exchange.
Foreign Asset/Account Reporting Information
Specified foreign property, including the RSUs, Shares acquired under the Plan, and other rights to receive shares of a non-Canadian company held
by a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign
property exceeds C$100,000 at any time during the year. Thus, unvested RSUs must be reported – generally at a nil cost – if the C$100,000 cost
threshold is exceeded because the Participant holds other specified foreign property. When Shares are acquired, their cost generally is the adjusted
cost base (“ACB”) of the Shares. The ACB would ordinarily equal the fair market value of the Shares at the time of acquisition, but if the
Participant owns other shares of the Company, this ACB may need to be averaged with the ACB of the other shares. The Participant should consult
with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in
connection with the Participant’s participation in the Plan.
21
CHILE
NOTIFICATIONS
Securities Law Notice
The grant of the RSUs is not intended to be a public offering of securities in Chile but instead is intended to be a private placement.
a)
The starting date of the offer will be the Date of Grant (as defined in the Agreement), and this offer conforms to General Ruling No. 336 of
the Chilean Commission of the Financial Market (“CMF”);
b) The offer deals with securities not registered in the Registry of Securities or in the Registry of Foreign Securities of the CMF, and therefore
such securities are not subject to its oversight;
c)
The issuer is not obligated to provide public information in Chile regarding the foreign securities, as such securities are not registered with
the CMF; and
d) The foreign securities shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in
Chile.
a)
La fecha de inicio de la oferta será el de la fecha de otorgamiento (o “Date of Grant”, según este término se define en el documento
denominado “Agreement”) y esta oferta se acoge a la norma de Carácter General N° 336 de la Comisión para el Mercado Financiero de
Chile (“CMF”);
b) La oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la CMF, por lo que
tales valores no están sujetos a la fiscalización de ésta;
c)
Por tratar de valores no inscritos en la CMF no existe la obligación por parte del emisor de entregar en Chile información pública respecto
de esos valores; y
d) Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente.
Exchange Control Notice
The Participant is not required to repatriate funds obtained from the sale of Shares or the receipt of any dividends. However, if the Participant
decides to repatriate such funds, the Participant must do so through the Formal Exchange Market (i.e., a commercial bank or registered foreign
exchange office in Chile) if the amount of the funds exceeds US$10,000. In such case, the Participant must report the payment to the commercial
bank or registered foreign exchange office receiving the funds. If the Participant does not repatriate the proceeds and uses such proceeds for the
payment of other obligations contemplated under a different Chapter of the Foreign Exchange Regulations, the Participant must sign Annex 1 of the
Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank of Chile within the first 10 days of the month
immediately following the transaction.
Additionally, if the Participant’s aggregate investments held outside of Chile exceed US$5,000,000 (including the Shares and any other cash
proceeds obtained under the Plan), the Participant must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the
Foreign Exchange
22
Regulations must be used to file this report. Please note that exchange control regulations in Chile are subject to change.
The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations
Participant may have in connection with Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information
The Chilean Internal Revenue Service (“CIRS”) requires all taxpayers to provide information annually regarding: (i) any taxes paid abroad which
they will use as a credit against Chilean income taxes, and (ii) the results of foreign investments. These annual reporting obligations must be
complied with by submitting a sworn statement setting forth this information before July 1 of each year. The sworn statement disclosing this
information (or Formularios) must be submitted electronically through the CIRS website, www.sii.cl, using Form 1929. The Participant should
consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in
connection with the Participant’s participation in the Plan.
CHINA
TERMS AND CONDITIONS
The following provision applies if the Participant is subject to exchange control restrictions and regulations in the People's Republic of China
(“PRC”), including the requirements imposed by the PRC State Administration of Foreign Exchange (“SAFE”), as determined by the Company in
its sole discretion:
Mandatory Sale of Shares Upon Termination. Notwithstanding anything to the contrary in the Agreement and to the extent required under the
terms of the Company's SAFE Approval, the Participant shall be required to sell any Shares acquired pursuant to the RSUs within six (6) months of
the Participant's Termination Date (the “Mandatory Sale Deadline”). For purposes of the foregoing, the Participant expressly and explicitly
authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the
Company to hold the Participant’s Shares and other amounts acquired pursuant to the Participant’s RSUs, to sell such Shares and/or other amounts
to the extent the Participant fails to sell such Shares by the Mandatory Sale Deadline.
NOTIFICATIONS
Exchange Control Restrictions Applicable to Participants who are PRC Nationals
If the Participant is a local national of the PRC, the Participant understands and agrees that upon RSU vesting the underlying Shares may be sold
immediately or, at the Company’s discretion, at a later time. If the Company changes the Stock Plan Administrator, the Participant acknowledges
and agrees that the Company may transfer any Shares issued under the Plan to the new designated brokerage firm to serve as the new Stock Plan
Administrator, if necessary or advisable for legal or administrative reasons. The Participant agrees to sign any documentation necessary to facilitate
the transfer of Shares. Further, the Participant acknowledges that the Stock Plan Administrator is under no obligation to arrange for the sale of the
Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the cash proceeds from the sale, less any brokerage fees or
commissions, to the Participant in accordance with
23
applicable exchange control laws and regulations and provided any liability for Tax Related-Items resulting from the vesting of the RSUs has been
satisfied. Due to fluctuations in the Share price and/or the U.S. Dollar exchange rate between the Vesting Date and (if later) the date on which the
Shares are sold, the sale proceeds may be more or less than the fair market value of the Shares on the Vesting Date. The Participant understands and
agrees that the Company is not responsible for the amount of any loss the Participant may incur and that the Company assumes no liability for any
fluctuations in the Share price and/or U.S. Dollar exchange rate.
The Participant understands and agrees that, due to exchange control laws in China, the Participant will be required to immediately repatriate to
China the cash proceeds from the sale of any Shares acquired at vesting of the RSUs and any dividends received in relation to the Shares. The
Participant further understands that, under local law, such repatriation of the cash proceeds may need to be effectuated through a special exchange
control account to be approved by the local foreign exchange administration, and the Participant hereby consents and agrees that the proceeds from
the sale of Shares acquired under the Plan and any dividends received in relation to the Shares may be transferred to such special account prior to
being delivered to the Participant. The proceeds may be paid to the Participant in U.S. Dollars or local currency at the Company’s discretion (as of
the Date of Grant, the proceeds are paid to the Participant in local currency). In the event the proceeds are paid to the Participant in U.S. Dollars, the
Participant understands that the Participant will be required to set up a U.S. Dollar bank account in China and provide the bank account details to the
Employer and/or the Company so that the proceeds may be deposited into this account. If the proceeds are paid to the Participant in local currency,
the Participant agrees to bear any currency fluctuation risk between the time the Shares are sold or dividends are paid and the time the proceeds are
distributed to the Participant through any such special account.
Exchange Control Notice Applicable to Participants in the PRC
If the Participant is a local national of the PRC, the Participant understands that exchange control restrictions may limit the Participant’s ability to
access and/or convert funds received under the Plan, particularly if these amounts exceed US$50,000. The Participant should confirm the procedures
and requirements for withdrawals and conversions of foreign currency with the Participant’s local bank prior to the vesting of the RSUs/sale of
Shares.
The Participant agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance
with exchange control requirements in the PRC.
The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the
Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information
PRC residents are required to report to SAFE details of their foreign financial assets and liabilities, as well as details of any economic transactions
conducted with non-PRC residents, either directly or through financial institutions. The Participant may be subject to reporting obligations for the
Shares or awards acquired under the Plan and Plan-related transactions. The Participant should consult with the Participant’s personal advisor(s)
regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the
Plan.
COSTA RICA
24
No country-specific provisions.
CZECH REPUBLIC
NOTIFICATIONS
Exchange Control Notice
Upon request of the Czech National Bank (the “CNB”), the Participant may need to report the following to the CNB: foreign direct investments,
financial credits from abroad, investment in foreign securities and associated collection and payments (Shares and proceeds from the sale of Shares
may be included in this reporting requirement). Even in the absence of a request from the CNB, the Participant may need to report foreign direct
investments with a value of CZK 2,500,000 or more in the aggregate or other foreign financial assets with a certain value. The Participant should
consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have
in connection with the Participant’s participation in the Plan. It is the Participant’s responsibility to comply with Czech exchange control laws, and
neither the Company nor any Subsidiary will be liable for any resulting fines or penalties.
DENMARK
TERMS AND CONDITIONS
Danish Stock Option Act
Notwithstanding anything in the Agreement to the contrary, the treatment of the RSUs upon the Participant’s termination of employment with the
Company or an Eligible Subsidiary, as applicable, shall be governed by the Danish Stock Option Act, as in effect at the time of the Participant’s
termination (as determined by the Committee in its discretion in consultation with legal counsel). By accepting the RSUs, the Participant
acknowledges that the Participant has received a Danish translation of an Employer Statement, (which is attached hereto as Addendum B), which is
being provided to comply with the Danish Stock Option Act.
NOTIFICATIONS
Foreign Asset/Account Reporting Information
If Danish residents establish an account holding Shares or an account holding cash outside Denmark, they must report the account to the Danish Tax
Administration as part of their annual tax return under the section related to foreign affairs and income. The form which should be used in this
respect can be obtained from a local bank. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign
asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan. (These obligations are
separate from and in addition to the obligations described below.)
Securities/Tax Reporting Notice
Effective January 1, 2019, the rules that previously obligated the Participant to inform the Danish Tax Administration about Shares held in foreign
bank or brokerage accounts and deposit accounts with a foreign bank or broker were abolished and replaced by an automatic exchange of
information regarding
25
bank and brokerage accounts. However, the Participant must still report the foreign bank/broker accounts and their deposits, and Shares held in a
foreign bank or broker in the Participant’s tax return under the section on foreign affairs and income.
FINLAND
NOTIFICATIONS
Foreign Asset/Account Reporting Information. There are no specific reporting requirements with respect to foreign assets/accounts. However, the
Participant should check the Participant’s pre-completed tax return to confirm that the ownership of Shares and other securities (foreign or domestic)
are correctly reported. If the Participant finds any errors or omissions, the Participant must make the necessary corrections electronically or by
sending specific paper forms to the local tax authorities. The Participant should consult with the Participant’s personal advisor(s) regarding any
personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
FRANCE
TERMS AND CONDITIONS
Type of Grant
The RSUs granted under the Agreement are not intended to be tax-qualified RSUs.
Consent to Receive Information in English
By accepting the RSUs, the Participant confirms having read and understood the Plan, the Grant Notice, the Agreement and this Addendum,
including all terms and conditions included therein, which were provided in the English language. The Participant accepts the terms of those
documents accordingly.
Consentement afin de Recevoir des Informations en Anglais
En acceptant les droits sur des actions assujettis à restrictions (« restricted stock units » ou « RSUs »), le Participant confirme avoir lu et compris
le Plan, la Notification d’Attribution, le Contrat et la présente Annexe B, en ce compris tous les termes et conditions y relatifs, qui ont été fournis en
langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause.
NOTIFICATIONS
Exchange Control Notice
The value of any cash or securities imported to or exported from France without the use of a financial institution must be reported to the customs
and excise authorities when the value of such cash or securities is equal to or greater than a certain amount. The Participant should consult with the
Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection
with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information
26
French residents must report annually any shares and bank accounts they hold outside France, including the accounts that were opened, used and/or
closed during the tax year, to the French tax authorities, on an annual basis on a special Form N° 3916, together with the Participant’s personal
income tax return. Failure to report triggers a significant penalty. The Participant should consult with the Participant’s personal advisor(s) regarding
any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
GERMANY
NOTIFICATIONS
Exchange Control Notice
Cross-border payments in excess of EUR 12,500 must be reported to the German Federal Bank (Bundesbank). If the Participant receives a cross-
border payment in excess of this amount (e.g., proceeds from the sale of Shares acquired under the Plan) and/or if the Company withholds or sells
Shares with a value in excess of EUR 12,500 for any Tax-Related Items, the Participant must report the payment and/or the value of the shares
received and/or sold or withheld to the Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal
Statistik”) available on the Bundesbank website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or
required by Bundesbank. The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank. The
Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the
Participant may have in connection with the Participant’s participation in the Plan.
HUNGARY
No country-specific provisions.
INDIA
NOTIFICATIONS
Exchange Control Notice
The Participant must repatriate any proceeds from the sale of Shares and any cash dividends acquired under the Plan to India and convert the
proceeds into local currency within a certain period of the receipt (90 days for sale proceeds and 180 days for dividend payments, or within such
other period of time as may be required under applicable regulations and to convert the proceeds into local currency). The Participant will receive a
foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain
the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. The
Participant is personally responsible for complying with exchange control laws in India, and neither the Company nor the Employer will be liable
for any fines or penalties resulting from the Participant’s failure to comply with applicable laws. The Participant should consult with the
Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection
with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information
27
The Participant is required to declare the Participant’s foreign bank accounts and any foreign financial assets (including Shares held outside India) in
the Participant’s annual tax return. It is the Participant’s responsibility to comply with this reporting obligation and the Participant should consult
with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in
connection with the Participant’s participation in the Plan.
ISRAEL
NOTIFICATIONS
Securities Law Notice
The grant of the RSUs does not constitute a public offering under the Securities Law, 1968.
ITALY
TERMS AND CONDITIONS
Plan Document Acknowledgement
In accepting the RSUs, the Participant acknowledges that the Participant has received a copy of the Plan and the Agreement, has reviewed the Plan
and the Agreement (including this Addendum), in their entirety and fully understands and accepts all provisions of the Plan and the Agreement
(including this Addendum).
The Participant further acknowledges that the Participant has read and specifically and expressly approves without limitation, the following sections
of the Agreement: Section 7: Tax Obligations; Section 16: Governing Law and Venue; Section 17: Nature of RSUs; Section 25: Addendums;
Section 26: Imposition of Other Requirements; Section 27: Recoupment; and the Data Privacy section above.
NOTIFICATIONS
Foreign Asset/Account Reporting Information
To the extent that the Participant holds investments abroad or foreign financial assets that may generate taxable income in Italy (such as the Shares
acquired under the Plan) during the calendar year, the Participant is required to report them on the Participant’s annual tax return (UNICO Form,
RW Schedule), or on a special form if no tax return is due and pay the foreign financial assets tax. The tax is assessed at the end of the calendar year
or on the last day the shares are held (in such case, or when the shares are acquired during the course of the year, the tax is levied in proportion to
the number of days the shares are held over the calendar year). No tax payment duties arise if the amount of the foreign financial assets tax
calculated on all financial assets held abroad does not exceed a certain threshold. The Participant should consult with the Participant’s personal
advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s
participation in the Plan.
Foreign Asset Tax
The value of any Shares (and other financial assets) held outside Italy by individuals resident of Italy may be subject to a foreign asset tax. The
taxable amount will be the fair market value of the financial assets
28
(e.g., Shares) assessed at the end of the calendar year. The value of financial assets held abroad must be reported in Form RM of the annual return.
The Participant should consult the Participant's personal tax advisor for additional information on the foreign asset tax.
JAPAN
NOTIFICATIONS
Exchange Control Notice
If the Participant acquires Shares valued at more than ¥100,000,000 in a single transaction, the Participant must file a Securities Acquisition Report
with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of the Shares. The Participant should consult with the
Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection
with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information
The Participant will be required to report details of any assets held outside Japan as of December 31st to the extent such assets have a total net fair
market value exceeding ¥50,000,000. This report is due by March 15 each year. The Participant should consult with the Participant’s personal
advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s
participation in the Plan.
MEXICO
TERMS AND CONDITIONS
Labor Law Acknowledgement
The following provision supplements Section 17 of the Agreement.
By accepting the RSUs, the Participant acknowledges that the Participant understands and agrees that: (i) the RSUs are not related to the salary and
other contractual benefits granted to the Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a
change or impairment of the terms and conditions of employment.
Policy Statement
The grant of the RSUs the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right
to amend it and discontinue it at any time without any liability.
The Company, with registered offices at 200 S. Kraemer Blvd., Building E, Brea, California 92821, is solely responsible for the administration of
the Plan. Participation in the Plan and the acquisition of Shares under the Plan does not, in any way establish an employment relationship between
the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the Participant’s sole employer
is the Subsidiary employing the Participant, as applicable, nor does it establish any rights between the Participant and the Employer.
29
Plan Document Acknowledgment
By participating in the Plan, Participant acknowledges that the Participant has received copies of the Plan and the Agreement, has reviewed the Plan
and the Agreement in their entirety and fully understands and accept all provisions of the Plan and the Agreement.
In addition, by participating in the Plan, the Participant further acknowledges that the Participant has read and specifically and expressly approves
the terms and conditions in Section 17 of the Agreement, in which the following is clearly described and established: (i) participation in the Plan
does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii)
participation in the Plan is voluntary; and (iv) the Company and its Subsidiaries are not responsible for any decrease in the value of the Shares
underlying the RSUs.
Finally, the Participant hereby declares that the Participant does not reserve any action or right to bring any claim against the Company for any
compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Employer and the Company and
its Subsidiaries with respect to any claim that may arise under the Plan.
Spanish Translation
Reconocimiento de la Ley Laboral
Esta disposición complementa la Sección 17 del Acuerdo.
Al aceptar el RSU,el Participante reconoce entiende y acuerda que: (i) la RSU no se encuentra relacionada con el salario ni con otras prestaciones
contractuales concedidas al Participante por del patrón; y (ii) cualquier modificación del Plan o su terminación no constituye un cambio o
detrimento en los términos y condiciones de empleo.
Declaración de Política
La concesión del RSU que la Compañía está haciendo bajo el Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho
absoluto de modificar y discontinuar el mismo en cualquier momento, sin ninguna responsabilidad.
La Compañía, con oficinas registradas ubicadas en 200 S. Kraemer Blvd., Building E, Brea, California 92821, es la única responsable por la
administración del Plan. La participación en el Plan y la adquisición de Acciones no establece de forma alguna, una relación de trabajo entre el
Participante y la Compañía, ya que la participación en el Plan por parte del Participante es completamente comercial y el único patrón es
Subsidiaria que esta contratando al que tiene la RSU, en caso de ser aplicable, así como tampoco establece ningún derecho entre el que tiene la
RSU y el patrón.
Reconocimiento del Plan de Documentos
Al participar en el Plan, el Participante reconoce que ha recibido copias del Plan y del Acuerdo, mismos que ha revisado en su totalidad y los
entiende completamente y, que ha entendido y aceptado las disposiciones contenidas en el Plan y en el Acuerdo.
Adicionalmente, al participar en el Plan, el Participante reconoce que ha leído, y que aprueba específica y expresamente los términos y condiciones
contenidos en la Sección 17 del Acuerdo, en la cual se
30
encuentra claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la
participación en el mismo es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la
Compañía, así como sus Subsidiarias no son responsables por cualquier detrimento en el valor de las Acciones en relación con la RSU.
Finalmente, el Participante declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Compañía por
compensación, daño o perjuicio alguno como resultado de la participación en el Plan y en consecuencia, otorga el más amplio finiquito a su
patrón, así como a la Compañía, a sus Subsidiarias con respecto a cualquier demanda que pudiera originarse en virtud del Plan.
NOTIFICATIONS
Securities Law Notice
The RSUs granted, and any Shares acquired, under the Plan have not been registered with the National Register of Securities maintained by the
Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, Agreement and any
other document relating to the RSUs may not be publicly distributed in Mexico. These materials are addressed to the Participant because of the
Participant’s existing relationship with the Company and these materials should not be reproduced or copied in any form. The offer contained in
these materials does not constitute a public offering of securities, but rather a private placement of securities addressed specifically to certain
employees of the Company and its subsidiaries and are made in accordance with the provisions of the Mexican Securities Market Law. Any rights
under such offering shall not be assigned or transferred.
NETHERLANDS
No country-specific provisions.
POLAND
NOTIFICATIONS
Foreign Asset/Account Reporting Information
Polish residents holding foreign securities (e.g., Shares) and/or maintaining accounts abroad are obligated to file quarterly reports with the National
Bank of Poland incorporating information on transactions and balances of the securities and cash deposited in such accounts if the value of such
securities and cash (when combined with all other assets held abroad) exceeds PLN 7,000,000. The Participant should consult with the Participant’s
personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the
Participant’s participation in the Plan.
Exchange Control Notice
Polish residents are also required to transfer funds through a bank account in Poland if the transferred amount in any single transaction exceeds a
specified threshold (currently EUR 15,000). Polish residents are required to store documents connected with foreign exchange transactions for a
period of five years from the date the exchange transaction was made. The Participant should consult with the Participant’s
31
personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the
Participant’s participation in the Plan.
PORTUGAL
Language Consent.
The Participant hereby expressly declares that the Participant has full knowledge of the English language and has read, understood and freely
accepted and agreed with the terms and conditions established in the Plan and the Agreement.
Conhecimento da Língua.
Pela presente, o Participante declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e
concordou com os termos e condições estabelecidas no Plano e no Acordo (Agreement em inglés).
RUSSIA
IN LIGHT OF THE SANCTIONS AND RESTRICTIONS IMPOSED ON THE PROVISION OF LEGAL SERVICES PERTAINING TO RUSSIA, THIS COUNTRY ADDENDUM MAY NOT
REFLECT THE CURRENT LEGAL, REGULATORY AND TAX CONSIDERATIONS ASSOCIATED WITH GRANT AWARDS TO EMPLOYEES IN RUSSIA. FOR THIS INFORMATION,
ENVISTA SHOULD DIRECTLY ENGAGE LOCAL COUNSEL IN RUSSIA (IF NECESSARY, WE CAN PROVIDE ENVISTA WITH A REFERRAL TO LOCAL COUNSEL IN RUSSIA).
THE FOLLOWING INFORMATION REFLECTS THE ANALYSIS THAT WAS PREPARED IN CONJUNCTION WITH ENVISTA'S 2023 ANNUAL GRANT, AND THIS INFORMATION
MAY BE OUTDATED OR INACCURATE.
TERMS AND CONDITIONS
Labor Law Acknowledgement
The Participant understands that if the Participant continues to hold the Shares acquired under the Plan after an involuntary termination of
employment, the Participant will be ineligible to receive unemployment benefits in Russia.
U.S. Transaction
Any Shares issued upon vesting of the RSUs shall be delivered to the Participant through a brokerage account with the Stock Plan Administrator
established in the United States. The Participant may hold the Shares in the Participant’s brokerage account in the United States; however, in no
event will the Shares issued to the Participant and/or share certificates or other instruments be delivered to the Participant in Russia. The Participant
is not permitted to make any public advertising or announcements regarding the RSUs or Shares in Russia, or promote these Shares to other Russian
legal entities or individuals, and the Participant is not permitted to sell Shares acquired upon vesting of the RSUs directly to other Russian legal
entities or residents. The Participant is permitted to sell Shares only on the New York Stock Exchange and only through a United States broker.
32
Data Privacy. This data privacy consent replaces Section 13 of the Agreement:
1. Purposes for processing of the Personal Data
1. Цели обработки Персональных данных
1.1.
Granting to the Participant restricted share units or rights to
purchase shares of common stock.
1.1.
Предоставление Субъектам персональных данных огранич
прав на акции (RSU) или прав покупки обыкновенных акций.
1.2.
Compliance with the effective Russian Federation laws;
1.2.
Соблюдение
действующего
законодательства
Росси
Федерации;
2. The Participant hereby grants consent to processing of the
personal data listed below
2. Субъект персональных данных настоящим дает согласие на обра
перечисленных ниже персональных данных
2.1.
Last name, first name, patronymic, year, month, date and place
of birth, gender, age, address, citizenship, information on
education, contact details (home address(es), direct office,
home and mobile telephone numbers, e-mail address, etc.),
photographs;
2.1.
Фамилия, имя, отчество, год, месяц, дата и место рожд
пол, возраст, адрес, гражданство, сведения об образов
контактная информация (домашний(е) адрес(а), номера пр
офисного, домашнего и мобильного телефонов, адрес электр
почты и др.), фотографии;
2.2.
Information contained in personal identification documents
(including passport details), tax identification number and
number of the State Pension Insurance Certificate, including
photocopies of passports, visas, work permits, drivers licenses,
other personal documents;
2.2.
Сведения, содержащиеся в документах, удостоверя
личность, в том числе паспортные данные, ИНН и номер страх
свидетельства государственного пенсионного страхования,
числе
фотокопии
паспортов,
виз,
разрешений
на
р
водительских удостоверений, других личных документов;
2.3.
Information on employment, including the list of duties,
information on the current and former employers, information
on promotions, disciplinary sanctions, transfer to other position
/ work, etc.;
2.3.
Информация
о
трудовой
деятельности,
вк
должностные обязанности, информация о текущем и пре
работодателях,
сведения
о
повышениях,
дисциплин
взысканиях, переводах на другую должность/работу, и т.д.;
2.4.
Information on the Participant’s salary amount, information on
salary changes, on participation in employer benefit plans and
programs, on bonuses paid, etc.;
2.4.
Информация о размере заработной платы Суб
персональных данных, данные об изменении заработной плат
участии в премиальных системах и программах Работод
информация о выплаченных премиях, и т.д.;
2.5.
Information on work time, including hours scheduled for work
per week and hours actually worked;
2.5.
Сведения о рабочем времени, включая нормал
продолжительность рабочего времени в неделю и колич
фактически отработанного рабочего времени;
2.6.
Information on potential membership of certain categories of
employees having rights for guarantees and benefits in
accordance with the Russian Federation Labor Code and other
effective legislation;
2.6.
Сведения о принадлежности к определенным катег
работников, которым предоставляются гарантии и льго
соответствии с Трудовым кодексом Российской Федерации и
действующим законодательством;
33
2.7.
Information on the Participant’s tax status (exempt, tax
resident status, etc.);
2.7.
Информация о налоговом статусе Субъекта персонал
данных (освобождение от уплаты налогов, является ли налог
резидентом и т.д.);
2.8.
Information on shares of Common Stock or directorships held
by the Participant, details of all awards or any other
entitlement to shares of Common Stock awarded, cancelled,
exercised, vested, unvested or outstanding;
2.8.
Информация об обыкновенных акциях или членс
совете директоров Субъекта персональных данных, обо
программах вознаграждения или иных правах на полу
обыкновенных акций, которые были предоставлены, аннулиро
исполнены, погашены, непогашены или подлежат выплате.
2.9.
Any other information, which may become necessary to the
Company in connection with the purposes specified in Clause
2 above.
2.9.
Любые иные данные, которые могут потребов
Операторам в связи с осуществлением целей, указанных в
выше.
the “Personal Data”
далее – «Персональные данные»
3.1. The Participant hereby consents to performing the following
operations with the Personal Data:
3.1. Субъект персональных данных настоящим дает согласи
совершение с Персональными данными перечисленных ниже действ
3.1.1.
processing of the Personal Data, including collection,
systematization, accumulation, storage, verification (renewal,
modification),
use,
dissemination
(including
transfer),
impersonalizing, blockage, destruction;
3.1.1.
обработка Персональных данных, включая сбор, систематиз
накопление,
хранение,
уточнение
(обновление,
измен
использование,
распространение
(в
том
числе
пере
обезличивание, блокирование, уничтожение персональных дан
3.1.2.
transborder transfer of the Personal Data to оperators located
on the territory of foreign states. The Participant hereby
confirms that he was notified of the fact that the recipients of
the Personal Data may be located in foreign states that do not
ensure adequate protection of rights of personal data subjects;
3.1.2.
трансграничная передача Персональных данных оператора
территории любых иностранных государств. Субъект персонал
данных настоящим подтверждает, что он был уведомлен о том
получатели Персональных данных могут находиться в иностра
государствах, не обеспечивающих адекватной защиты
субъектов персональных данных;
3.1.3.
including Personal Data into generally accessible sources of
personal data (including directories, address books and other),
placing Personal Data on the Company’s web-sites on the
Internet.
3.1.3.
включение Персональных данных в общедоступные исто
персональных данных (в том числе справочники, адресные кн
т.п.), размещение Персональных данных на сайтах Операто
сети Интернет.
3.2. General description of the data processing methods used by the
Company
3.2. Общее описание используемых Оператором(ами) спо
обработки персональных данных
34
3.2.1.
When processing the Personal Data, the Company undertakes
the necessary organizational and technical measures for
protecting the Personal Data from unlawful or accidental
access to them, from destruction, change, blockage, copying,
dissemination of Personal Data, as well as from other unlawful
actions.
3.2.1.
При обработке Персональных данных Операторы прини
необходимые организационные и технические меры для за
Персональных данных от неправомерного или случайного дос
ним,
уничтожения,
изменения,
блокирования,
копиров
распространения Персональных данных, а также от
неправомерных действий.
3.2.2.
Processing of the Personal Data by the Company shall be
performed using the data processing methods that ensure
confidentiality of the Personal Data, except where: (1)
Personal Data is impersonalized; and (2) in relation to publicly
available Personal Data; and in compliance with the
established requirements to ensuring the security of personal
data, the requirements to the tangible media of biometric
personal data and to the technologies for storage of such data
outside personal data information systems in accordance with
the effective legislation.
3.2.2.
Обработка Персональных данных Операторами осуществляетс
помощи способов, обеспечивающих конфиденциальность
данных, за исключением следующих случаев: (1) в с
обезличивания
Персональных
данных;
(2)
в
отнош
общедоступных
Персональных
данных;
и
при
соблю
установленных
требований
к
обеспечению
безопас
персональных данных, требований к материальным носи
биометрических персональных данных и технологиям хра
таких данных вне информационных систем персональных дан
соответствии с действующим законодательством.
4. Term, revocation procedure
4. Срок, порядок отзыва
This Statement of Consent is valid for an indefinite term. The Participant
may revoke this consent by sending to Company a written notice at least
ninety (90) days in advance of the proposed consent revocation date. The
Participant agrees that during the specified notice period the Company is
not obliged to cease processing of Personal Data or destroy the Personal
Data of the Participant.
Настоящее согласие действует в течение неопределенного срока. Су
персональных данных может отозвать настоящее согласие путем направ
Оператору(ам) письменного(ых) уведомления(ий) не менее чем з
(девяносто) дней до предполагаемой даты отзыва настоящего согласия. Су
персональных данных соглашается на то, что в течение указанного
Оператор(ы) не обязан(ы) прекращать обработку персональных данн
уничтожать персональные данные Субъекта персональных данных.
NOTIFICATIONS
Securities Law Notice
The Participant acknowledges that the Agreement, the grant of the RSUs, the Plan and all other materials the Participant may receive regarding
participation in the Plan do not constitute advertising or an offering of securities in Russia, and the Participant's acceptance of the RSUs results in an
agreement between the Company and the Participant that is completed in the United States and is governed by the laws of the State of Delaware.
The Shares to be issued under the Plan have not and will not be registered in Russia, nor will they be admitted for listing on any Russian exchange
for trading within Russia. Thus, the Shares described in any Plan documents may not be offered or placed in public circulation in Russia. In no event
will the Shares to be issued under the Plan be delivered to the Participant in Russia. All the Shares acquired under the Plan will be maintained on
behalf of the Participant outside of Russia. The Participant will not be permitted to sell or otherwise transfer the Shares directly to a Russian legal
entity or resident.
Exchange Control Notice
35
The Participant may be required to repatriate cash proceeds from the Participant’s participation in the Plan (e.g., cash dividends, sale proceeds) as
soon as the Participant intends to use those cash amounts for any purpose, including reinvestment. If the repatriation requirement applies, such funds
must initially be credited to the Participant through a foreign currency account at an authorized bank in Russia. After the funds are initially received
in Russia, they may be further remitted to other accounts, including ones at foreign banks, in accordance with Russian exchange control laws. As of
April 17, 2020, the repatriation requirement may not apply with respect to cash amounts received in an account that is considered by the Central
Bank of Russia to be a foreign brokerage account opened with a financial market institution other than a bank. Statutory exceptions to the
repatriation requirement also may apply. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal,
regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information
The Participant is required to report the opening, closing or change of details of any foreign bank account to Russian tax authorities within one (1)
month of opening, closing or change of details of such account. The Participant is also required to report (i) the beginning and ending balances in
such a foreign bank account each year, and (ii) transactions related to such a foreign account during the year to the Russian tax authorities, on or
before June 1 of the following year. The tax authorities may require supporting documents related to transactions in such foreign bank accounts.
The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the
Participant may have in connection with the Participant’s participation in the Plan. The Participant is also required to report the Participant’s foreign
brokerage accounts and foreign accounts with other financial institutions (financial market organizations). Certain specific exceptions from the
reporting requirements may apply.
Anti-Corruption Legislation Information
Individuals holding public office in Russia, as well as their spouses and dependent children, may be prohibited from opening or maintaining a
foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly, in a foreign company (including the Shares
acquired under the Plan). The Participant should consult with the Participant’s personal legal advisor to determine whether this restriction applies to
the Participant’s circumstances.
SINGAPORE
NOTIFICATIONS
Securities Law Notice
The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act
(Chapter 289, 2006 Ed.) (“SFA”) and is not made to Participant with a view to the underlying Shares being subsequently offered for sale to any
other party. The Plan has not been, and will not be, lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant
should note that the RSUs are subject to section 257 of the SFA and the Participant should not make (i) any subsequent sale of the Shares in
Singapore or (ii) any offer of such subsequent sale of the Shares subject to the RSUs in Singapore, unless such sale or offer is made after six (6)
months from the Date of Grant or pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA. The
Company’s Common Stock is currently traded on the New
36
York Stock Exchange, which is located outside of Singapore, under the ticker symbol “NVST” and the Shares acquired under the Plan may be sold
through this exchange.
Director Notification Requirement
If the Participant is a director, associate director, or shadow director of a Singapore Subsidiary of the Company, the Participant is subject to certain
notification requirements under the Singapore Companies Act, regardless of whether the Participant is resident or employed in Singapore. Among
these requirements is an obligation to notify the Singapore Subsidiary in writing when the Participant receives an interest (e.g., RSUs, Shares, etc.)
in the Company or any related company. In addition, the Participant must notify the Singapore Subsidiary when the Participant sells the Shares of
the Company or any related company (including when the Participant sells the Shares acquired under the Plan). These notifications must be made
within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon vesting of the RSUs or
when Shares acquired under the Plan are subsequently sold), or (iii) becoming a director. If the Participant is the Chief Executive Officer of the
Singapore Subsidiary of the Company, these requirements may also apply to the Participant.
SPAIN
TERMS AND CONDITIONS
Nature of RSUs
The following provision supplements Section 17 of the Agreement:
In accepting the grant of the RSUs, the Participant acknowledges that the Participant consents to participation in the Plan and has received a copy of
the Plan. The Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant RSUs under the Plan
to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into
upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company or any of its Subsidiaries on an
ongoing basis. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Shares
acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and
shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.
Further, as a condition of the grant of the RSUs, unless otherwise expressly provided for by the Company or set forth in the Agreement, the RSUs
will be cancelled without entitlement to any Shares if the Participant terminates employment by reason of, including, but not limited to: resignation,
retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a
“despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of
the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion,
shall determine the date when the Participant’s employment has terminated for purposes of the RSUs.
The Participant understands that the grant of the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the
Participant acknowledges and freely accepts that should any or all
37
of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the RSUs shall be null and
void.
NOTIFICATIONS
Securities Law Notice
No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the
RSUs. The Plan, the Agreement (including this Addendum A) and any other documents evidencing the grant of the RSUs have not, nor will they be,
registered with the Comisión Nacional del Mercado de Valores, and none of those documents constitutes a public offering prospectus.
Exchange Control Notice
The Participant must declare the acquisition of the Shares to the Dirección General de Comercio e Inversiones (the Bureau for Commerce and
Investments, the “DGCI”) of the Ministry of Economy and Competitiveness for statistical purposes. The Participant must also declare ownership of
any Shares with the Directorate of Foreign Transactions each January while the Shares are owned. In addition, if the Participant wishes to import the
ownership title of the Shares (i.e., share certificates) into Spain, the Participant must declare the importation of such securities to the DGCI. The sale
of the Shares must also be declared to the DGCI by means of a form D-6 filed in January. The form D-6, generally, must be filed within one (1)
month after the sale if the Participant owns more than 10% of the share capital of the Company or the Participant’s investment exceeds a certain
threshhold. In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage
accounts held abroad), any foreign instruments (including Shares acquired under the Plan), and any transactions with non-Spanish residents,
depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of
transactions with non-Spanish residents during the relevant year. The Participant should consult with the Participant’s personal advisor(s) regarding
any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information
To the extent the Participant holds rights or assets (e.g., cash or the Shares held in a bank or brokerage account) outside of Spain with a value in
excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which the Participant sells or disposes of
such right or asset), the Participant is required to report information on such rights and assets on the Participant’s tax return for such year. After such
rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or
assets increases by more than €20,000 per type of right or asset as of each subsequent December 31, or if the Participant sells Shares or cancel bank
accounts that were previously reported. Failure to comply with this reporting requirement may result in penalties to the Spanish residents.
In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held
abroad), any foreign instruments (including Shares acquired under the Plan), and any transactions with non-Spanish residents (including any
payments of Shares made pursuant to the Plan), depending on the balances in such accounts together with the value of such
38
instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.
The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the
Participant may have in connection with the Participant’s participation in the Plan.
SWEDEN
TERMS AND CONDITIONS
Authorization to Withhold
This provision supplements Section 7 of the Agreement:
Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 7
of the Agreement, by accepting the RSUs, the Participant authorizes the Company and/or the Employer to withhold Shares otherwise deliverable to
the Participant upon settlement/vesting to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to
withhold such Tax-Related Items.
SWITZERLAND
NOTIFICATIONS
Securities Law Notice
Neither this document nor any other materials relating to the RSUs (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal
Act on Financial Services ("FinSA"), (ii) may be publicly distributed nor otherwise made publicly available in Switzerland to any person other than
an employee of the Company, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of
FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).
TAIWAN
TERMS AND CONDITIONS
Data Privacy
The Participant acknowledges that the Participant has read and understands the terms regarding collection, processing and transfer of personal data
contained in Section 13 of the Agreement and agrees that, upon request of the Company or the Employer, the Participant will provide any executed
data privacy consent form to the Employer or the Company (or any other agreements or consents that may be required by the Employer or the
Company) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in Participant’s country, either now or
in the future. The Participant understands the Participant will not be able to participate in the Plan if the Participant fails to execute any such consent
or agreement.
39
NOTIFICATIONS
Securities Law Notice
The offer of participation in the Plan is available only for employees of the Company and its Subsidiaries. The offer of participation in the Plan is
not a public offer of securities by a Taiwanese company.
Exchange Control Notice
If the Participant is a resident of Taiwan, the Participant may acquire foreign currency, and remit the same out of or into Taiwan, up to
US$5,000,000 per year without justification. If the transaction amount is TWD$500,000 or more in a single transaction, the Participant must submit
a Foreign Exchange Transaction Form to the remitting bank. If the transaction amount is US$500,000 or more in a single transaction, the Participant
may be required to provide additional supporting documentation to the satisfaction of the remitting bank. The Participant should consult with the
Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection
with the Participant’s participation in the Plan.
40
UNITED ARAB EMIRATES
NOTIFICATIONS
Securities Law Notice
The Agreement, the Plan, and other incidental communication materials related to the RSUs is intended for distribution only to employees of the
Company and its Subsidiaries for the purposes of an incentive scheme.
The Emirates Securities and Commodities Authority and Central Bank have no responsibility for reviewing or verifying any documents in
connection this statement. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved this statement nor
taken steps to verify the information set out in it, and have no responsibility for it. The securities to which this statement relates may be illiquid
and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the
securities. If the Participant does not understand the contents of the Agreement, including this Addendum A, or the Plan, the Participant should
obtain independent professional advice.
UNITED KINGDOM
TERMS AND CONDITIONS
Tax Obligations
The following provision supplements Section 7 of the Agreement:
Without limitation to Section 7 of the Agreement, the Participant hereby agrees that the Participant is liable for all Tax Related-Items and hereby
covenants to pay all such Tax Related-Items, as and when requested by the Company, or if different, the Employer, or by Her Majesty’s Revenue &
Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also hereby agrees to indemnify and keep
indemnified the Company and, if different, the Employer, against any Tax Related-Items that they are required to pay or withhold, or have paid or
will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf.
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the
Exchange Act), the Participant may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or
paid by the Participant, as it may be considered a loan. In this case, the amount of any uncollected amounts may constitute a benefit to the
Participant on which additional income tax and National Insurance Contributions may be payable. The Participant will be responsible for reporting
and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the
Employer for the value of any National Insurance Contributions due on this additional benefit, which the Company or the Employer may recover by
any of the means referred to in Section 7 of the Agreement.
**********************************
41
ADDENDUM B
ENVISTA HOLDINGS CORPORATION
2019 OMNIBUS INCENTIVE PLAN
EMPLOYER INFORMATION STATEMENT – DENMARK
FEBRUARY 2025
Pursuant to Section 3(1) of the Danish Act on the Use of Rights to Purchase or Subscribe for Shares etc. in Employment Relationships, as amended
with effect from January 1, 2019 (the "Stock Option Act"), you are entitled to receive the following information regarding the Envista Holdings
Corporation (the "Company") 2019 Omnibus Incentive Plan (the "Plan") in a separate written statement.
This statement contains only the information mentioned in the Stock Option Act, while the other terms and conditions of your grant of restricted
stock units (“RSUs”) and/or stock options (“Options,” collectively, referred to herein as “Awards”) are described in detail in the Plan, the Plan
prospectus and the Award agreements for the Restricted Stock Unit Award and/or the Stock Option Award (collectively, the “Agreements”), which
have been made available to you. Capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Plan or the
applicable Agreement.
It is stated in Section 1 of the Stock Option Act that the Stock Option Act only applies to employees. Employees are defined in Section 2 of the
Stock Option Act as persons who receive remuneration for their personal services in an employment relationship. Persons, including managers, who
are not regarded as employees under the Stock Option Act, will not be subject to the Stock Option Act. If you are not an employee within the
meaning of the Stock Option Act, the Company therefore has no obligation to issue an employer information statement to you and you will not be
able to rely on this statement for legal purposes.
1. Grant Date of Awards
The Grant Date of your Awards is the date that the Compensation Committee of the Board of Directors (the “Committee”) approved a grant for you
and determined it would be effective.
2. Terms or Conditions for Grant of Awards
The grant of Awards under the Plan is made at the sole discretion of the Committee. The Committee has very broad powers to determine who will
receive awards and when, and to set the terms of awards. The Company may decide, in its sole discretion, not to make any grants of Awards to you
in the future. Under the terms of the Plan and the Agreements, you have no entitlement or claim to receive future Awards.
3. Vesting Date or Period
Your Awards shall vest over a period of time (“vesting period”), provided you remain employed by or in the service of the Company or a Subsidiary
and any performance or other vesting conditions set forth in the Plan and the Agreements are satisfied, unless the Awards are vested or terminated
earlier for the reasons set forth in the Plan and the Agreements and subject to Section 5 of this statement.
42
4. Exercise Price
The Options can be exercised to purchase shares of the Company’s common stock ("Shares") at a price corresponding to the fair market value of the
common stock at the time of grant, as determined by the Committee which shall be not less than the fair market value of the common stock on the
Grant Date.
No exercise price is payable upon the settlement of your RSUs and issuance of Company shares in accordance with the vesting and settlement
schedule described in the Agreements.
5. Your Rights upon Termination of Employment
The treatment of your Awards upon termination of employment will be determined in accordance with the termination provisions set forth in the
Plan or the Agreements, which are summarized immediately below.
RSUs:
Pursuant to Section 4 of the agreement for the Restricted Stock Unit Award, subject to Section 4(b) and 4(c), and unless otherwise provided by the
Committee either initially or subsequent to the grant of the RSUs, all RSUs that are unvested as of the Termination Date shall automatically
terminate as of the Termination Date and your right to receive further RSUs under the Plan shall also terminate as of the Termination Date.
Options:
Pursuant to Section 5 of the agreement for the Stock Option Award, subject to Section 5(b) - 5(i), and unless otherwise provided by the Committee
either initially or subsequent to the grant of the Option, all unvested Options shall be automatically forfeited by you as of the date of termination and
your right to receive Options under the Plan shall also terminate as of the date of termination. As provided for in Section 5(b) and subject to the
conditions therein, you will have a period of 90 days, commencing with the date you are no longer actively employed to exercise any vested portion
of any outstanding Options.
6. Financial Aspects of Participating in the Plan
The grant of Awards has no immediate financial consequences for you. The value of the Awards is not taken into account when calculating holiday
allowances, pension contributions or other statutory consideration calculated on the basis of salary.
Shares are financial instruments. The future value of Company Shares is unknown and cannot be predicted with certainty.
7. Other Issues
This statement does not intend to alter any provisions of the Plan or the Agreements (or any related document), and the Plan and the Agreements
(and any related document) shall prevail in case of any ambiguities.
Envista Holding Corporation
43
ENVISTA HOLDINGS CORPORATION
2019 OMNIBUS INCITAMENTSPLAN
ARBEJDSGIVERERKLÆRING - DANMARK
FEBRUARY 2025
I henhold til § 3, stk. 1, i lov om brug af køberet eller tegningsret mv. i ansættelsesforhold som ændret pr. 1. januar 2019
("Aktieoptionsloven") er du berettiget til i en særskilt skriftlig erklæring at modtage følgende oplysninger om den for Envista Holdings
Corporation ("Selskabet") til enhver tid gældende 2019 Omnibus Incentive Plan ("Planen").
Denne erklæring indeholder kun de oplysninger, der er nævnt i Aktieoptionsloven, mens de øvrige vilkår og betingelser for din tildeling
af "restricted stock units" (RSU'er) og/eller aktieoptioner ("Optioner", samlet benævnt "Tildelinger") er nærmere beskrevet i Planen,
prospektet og i hver af aftalerne vedrørende tildelingerne "Restricted Stock Unit Award", "Target Restricted Stock Unit Award" og/eller
"Stock Option Award" (samlet benævnt "Aftalerne"), som du har fået udleveret. Begreber, der står med stort begyndelsesbogstav i
denne arbejdsgivererklæring, men som ikke er defineret heri, har samme betydning som i Planen eller den gældende Aftale.
Det fremgår af Aktieoptionslovens § 1, at loven kun gælder for lønmodtagere. Lønmodtagere er defineret i Aktieoptionslovens § 2 som
personer, der modtager vederlag for personligt arbejde i tjenesteforhold. Personer, herunder ledere, som ikke anses for at være
lønmodtagere i Aktieoptionslovens forstand, er ikke omfattet af Aktieoptionsloven. Hvis du ikke er lønmodtager i Aktieoptionslovens
forstand, er Selskabet derfor ikke forpligtet til at udstede en arbejdsgivererklæring til dig, og du vil ikke i juridisk henseende kunne
henholde dig til denne arbejdsgivererklæring.
1. Tildelingstidspunkt
Tidspunktet for dine Tildelinger er den dato, hvor bestyrelsens vederlagsudvalg ("Udvalget") godkendte din tildeling og besluttede, at
den skulle træde i kraft.
2. Betingelser for Tildelingerne
Tildelinger i henhold til Planen sker alene efter Udvalgets skøn. Udvalget har meget vide beføjelser til at bestemme, hvem der skal
modtage tildelinger og hvornår, og til at fastsætte betingelserne herfor. Selskabet kan frit vælge fremover ikke at give dig Tildelinger. I
henhold til Planen og Aftalerne har du hverken ret til eller krav på at modtage fremtidige Tildelinger.
3. Modningstidspunkt eller -periode
Dine Tildelinger modnes over en periode ("modningsperioden"), forudsat at du fortsat er ansat i eller arbejder for Selskabet eller et
Datterselskab, og forudsat at alle de i Planen og Aftalerne beskrevne performance- og modningsbetingelser er opfyldt, medmindre
Tildelingerne modnes
44
eller bortfalder på et tidligere tidspunkt af de i Planen anførte årsager og med forbehold for pkt. 5 i denne erklæring.
4. Udnyttelseskurs
Optionerne kan udnyttes til at købe ordinære aktier i Selskabet til en kurs svarende til markedsværdien af de ordinære aktier på
tidspunktet for tildelingen som vedtaget af Udvalget, hvilken kurs ikke må være mindre end markedsværdien af de ordinære aktier på
tildelingstidspunktet.
Der skal ikke betales nogen udnyttelseskurs i forbindelse med afregningen af dine RSU'er og udstedelse af aktier i Selskabet i
overensstemmelse med den i Aftalerne beskrevne modningsplan.
5. Din retsstilling i forbindelse med Ansættelsesforholdets Ophør
I tilfælde af Ansættelsesforholdets Ophør vil Tildelingerne bliver behandlet i henhold til bestemmelserne i Planen eller Aftalerne som
kort beskrevet nedenfor.
RSUs:
I henhold til afsnit 4 i aftalen om tildeling af Restricted Stock Units, med forbehold af afsnit 4(b) og 4(c) - og medmindre andet er
fastsat af Udvalget enten oprindeligt eller efter tildelingen af RSU'erne - ophører alle RSU'er, der ikke er optjent på Ophørsdatoen,
automatisk fra Ophørsdatoen. Din ret til at modtage yderligere RSU'er i henhold til planen ophører også fra Ophørsdatoen.
Optioner:
I henhold til afsnit 5 i Aftalen om Optionstildelingen - med forbehold af afsnit 5(b) - 5(i), og medmindre andet er fastsat af Udvalget
enten oprindeligt eller efter tildelingen af Optioner - mister du automatisk alle ikke-modnede Optioner fra ophørsdatoen, og din ret til at
modtage Optioner i henhold til ordningen ophører også fra ophørsdatoen. Som anført i afsnit 5(b) og efter vilkårene heri vil du have en
periode på 90 dage, fra den dato, hvor du ikke længere er aktivt ansat, til at udnytte den eventuelt modnede del af udestående Optioner.
6. Økonomiske aspekter ved at deltage i Planen
Tildelingerne har ingen umiddelbare økonomiske konsekvenser for dig. Værdien af Tildelingerne indgår ikke i beregningen af
feriepenge, pensionsbidrag eller andre lovpligtige, vederlagsafhængige ydelser.
Aktier er finansielle instrumenter. Den fremtidige værdi af Selskabets aktier kendes ikke og kan ikke forudsiges med sikkerhed.
7. Øvrige oplysninger
45
Denne erklæring har ikke til formål at ændre bestemmelserne i Planen eller Aftalerne (eller i tilhørende dokumenter), og Planen og
Aftalerne (og eventuelle tilhørende dokumenter) har forrang i tilfælde af uoverensstemmelser.
Envista Holdings Corp.
46
Exhibit 10.7
ENVISTA HOLDINGS CORPORATION
2019 OMNIBUS INCENTIVE PLAN
FORM OF STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as amended (the
“Plan”), will have the same defined meanings in this Stock Option Agreement (the “Agreement”).
I.
NOTICE OF STOCK OPTION GRANT
Name: #ParticipantName#
Optionee ID: #EmployeeID#
The undersigned Optionee has been granted Options to purchase Common Stock of the Company, subject to the terms and conditions of the
Plan and this Agreement, as follows:
Date of Grant
#GrantDate#
Exercise Price per Share
$
#GrantPrice#
Total Number of Shares Granted
#QuantityGranted#
Type of Option
Nonstatutory Stock Option
Expiration Date
Tenth anniversary of Date of Grant
Vesting Conditions
Per this Agreement (including Addendum A)
II.
AGREEMENT
1.
Grant of Option. The Company hereby grants to the Optionee named in this Grant Notice (the “Optionee”), an option (the “Option”
or the “Options” as the case may be) to purchase the number of shares of Common Stock (the “Shares”) set forth in the Grant Notice, at the exercise
price per Share set forth in the Grant Notice (the “Exercise Price”), and subject to the terms and conditions of this Agreement and the Plan, which
are incorporated herein by reference.
2.
Vesting.
(a) Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, the Options awarded to the Optionee
shall vest as determined pursuant to the terms of Addendum A, which is incorporated by reference herein and made a part of this Agreement. The
Time-Based Vesting Criteria and the Performance-Based Vesting Criteria (each as defined in Addendum A) applicable to an Option are collectively
referred to as “Vesting Conditions,” and the earliest date upon which all Vesting Conditions are satisfied is referred to as the “Vesting Date.” The
Vesting Conditions for an Option received by the Optionee are established by the Compensation Committee (the “Committee”) of the Company’s
Board of Directors (or by one or more members of Company management, if such power has been delegated in accordance with the Plan and
applicable law) and reflected in the account maintained for the Optionee by an external third party administrator of the Options. Further, during any
approved leave of absence (and without limiting the application of any other rules governing leaves of absence that the Committee may approve
from time to time pursuant to the Plan), to the extent permitted by applicable law, the Committee shall have discretion to provide that the vesting of
the Options shall be frozen as of the first day of the leave (or as of any subsequent day during such leave, as applicable) and shall not resume until
and unless the Optionee returns to active employment prior to the Expiration Date of the Options.
(b) Fractional Shares. The Company will not issue fractional Shares upon the exercise of an Option. Any fractional Share will be
rounded up and issued to the Optionee in a whole Share; provided that to the extent rounding a fractional Share up would result in the imposition of
either (i) individual tax and penalty interest charges imposed under Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), or (ii)
adverse tax consequences if the Optionee is located outside of the United States, the fractional Share will be rounded down without the payment of
any consideration in respect of such fractional Share.
(c) Addenda. The provisions of any addenda attached hereto are incorporated by reference herein and made a part of this
Agreement, and to the extent any provision in any such addenda conflicts with any provision set forth elsewhere in this Agreement, the provision set
forth in any such addenda shall control.
3.
Exercise of Option.
(a)
Right to Exercise. This Option shall be exercisable during its term in accordance with the applicable provisions of the Plan
and this Agreement.
(b)
Method and Time of Exercise. This Option shall be exercisable by any method permitted by the Plan and this Agreement
that is made available from time to time by the external third party administrator of the Options. An exercise may be made with respect to whole
Shares only, and not for a fraction of a Share. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with
(or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated
thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s
securities may then be traded. The Committee may require the Optionee to take any reasonable action in order to comply with any such rules or
regulations. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Shares.
(c)
Acknowledgment of Potential Securities Law Restrictions. Unless a registration statement under the Securities Act covers
the Shares issued upon exercise of an Option, the Committee may require that the Optionee agree in writing to acquire such Shares for investment
and not for public resale or distribution, unless and until the Shares subject to the Options are registered under the Securities Act. The Committee
may also require the Optionee to acknowledge that he or she shall not sell or transfer such Shares except in compliance with all applicable laws, and
may apply such other restrictions as it deems appropriate. The Optionee acknowledges that the U.S. federal securities laws prohibit trading in the
stock of the Company by persons who are in possession of material, non-public information, and also acknowledges and understands the other
restrictions set forth in the Company’s Insider Trading Policy.
(d)
Automatic Exercise Upon Expiration Date. Notwithstanding any other provision of this Agreement (other than this
Section), on the last trading day on which all or a portion of the outstanding Option may be exercised, if as of the close of trading on such day the
then Fair Market Value of a Share exceeds the per share Exercise Price of the Option by at least $.01 (such expiring portion of the Option that is so
in-the-money, an “Auto-Exercise Eligible Option”), the Optionee will be deemed to have automatically exercised such Auto-Exercise Eligible
Option (to the extent it has not previously been exercised, forfeited or terminated) as of the close of trading in accordance with the provisions of this
Section. In the event of an automatic exercise pursuant to this Section, the Company will reduce the number of Shares issued to the Optionee upon
such automatic exercise of the Auto-Exercise Eligible Option in an amount necessary to satisfy (1) the Optionee’s Exercise Price obligation for the
Auto-Exercise Eligible Option, and (2) the minimum amount (or such other rate that will not cause adverse accounting consequences for the
Company) of tax required to be withheld arising upon the automatic exercise in accordance with the procedures of Section 6(f) of the Plan (unless
the Committee deems that a different method of satisfying the tax withholding obligations is practicable and advisable), in each case based on the
Fair Market Value of the Shares as of the close of trading on the date of exercise. The Optionee may notify the Plan record-keeper in writing in
advance that the Optionee does not wish for the Auto-Exercise Eligible Option to be exercised. This Section shall not apply to the Option to the
extent that this Section causes the Option to fail to qualify for favorable tax treatment under applicable law. In its discretion, the Company may
determine to cease automatically exercising Options at any time.
4.
Method of Payment. Unless the Committee consents otherwise, payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:
(a)
cash, delivered to the external third party administrator of the Options in any methodology permitted by such third party
administrator;
(b)
payment under a cashless exercise program approved by the Company or through a broker-dealer sale and remittance
procedure pursuant to which the Optionee (i) shall provide written instructions to a licensed broker acceptable to the Company and acting as agent
for the Optionee to effect the immediate sale of some or all of the purchased Shares and to remit to the Company, out of the sale proceeds available
on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased Shares and (ii) shall provide written direction
to the Company to deliver the purchased Shares directly to such brokerage firm in order to complete the sale transaction; or
(c)
surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of
the exercised Options.
5.
Termination of Employment.
(a) General. In the event the Optionee’s active employment or other active service-providing relationship with the Company or an
Eligible Subsidiary terminates for any reason (other than
death, Early Retirement or Normal Retirement) whether or not in breach of applicable labor laws, unless contrary to applicable law and unless
otherwise provided by the Administrator either initially or subsequent to the grant of the Option, except as set forth in Addendum A, all unvested
Options shall be automatically forfeited by the Optionee as of the date of termination and the Optionee’s right to receive options under the Plan shall
also terminate as of the date of termination. The Committee shall have discretion to determine whether the Optionee has ceased to be actively
employed by (or, if the Optionee is a consultant or director, has ceased actively providing services to) the Company or Eligible Subsidiary, and the
effective date on which such active employment (or active service-providing relationship) terminated. The Optionee’s active employer-employee or
other active service-providing relationship will not be extended by any notice period mandated under applicable law (e.g., active employment shall
not include a period of “garden leave”, paid administrative leave or similar period pursuant to applicable law) and in the event of the Optionee’s
termination of employment (whether or not in breach of applicable labor laws), the Optionee’s right to exercise any Option after termination of
employment, if any, shall be measured by the date of termination of active employment or service and shall not be extended by any notice period
mandated under applicable law. Unless the Committee provides otherwise (1) termination of the Optionee’s employment will include instances in
which the Optionee is terminated and immediately rehired as an independent contractor, and (2) the spin-off, sale, or disposition of the Optionee’s
employer from the Company or an Eligible Subsidiary (whether by transfer of shares, assets or otherwise) such that the Optionee’s employer no
longer constitutes an Eligible Subsidiary will constitute a termination of employment or service. Notwithstanding the foregoing, as set forth in
Addendum A, the Performance-Based Vesting Date may occur after the date of termination, and so long as Optionee satisfied the Time-Based
Vesting Criteria prior to the date of termination, the Options may vest after the date of termination based on achievement of the Performance-Based
Vesting Criteria prior to the earlier of the Expiration Date of the Option or the end of the post-termination exercise period provided in Section 5(b).
Any such vested Options may be exercised as set forth in Section 5(b).
(b) General Post-Termination Exercise Period. In the event the Optionee’s employment (or other active service-providing
relationship, as applicable) with the Company or an Eligible Subsidiary terminates for any reason (other than death, Disability, Early Retirement,
Normal Retirement or Gross Misconduct), whether or not in breach of applicable labor laws, the Optionee shall have a period of 90 days,
commencing with the date the Optionee is no longer actively employed (or is no longer actively providing services, as applicable), to exercise the
vested portion of any outstanding Options, subject to the Expiration Date of the Option. However, if the exercise of an Option following the
Optionee’s termination of employment (to the extent such post-termination exercise is permitted under Section 12(a) of the Plan) is not covered by
an effective registration statement on file with the U.S. Securities and Exchange Commission, then the Option will terminate upon the later of (i)
thirty (30) days after such exercise becomes covered by an effective registration statement, (ii) in the event that a sale of Shares would subject the
Optionee to liability under Section 16(b) of the Exchange Act, thirty (30) days after the last date on which such sale would result in liability, or (iii)
the end of the original post-termination exercise period, but in no event may the Option be exercised after the Expiration Date of the Option.
(c) Death. Upon the Optionee’s death, unless contrary to applicable law and unless otherwise provided by the Administrator either
initially or subsequent to the grant of the Option, all unexpired Options shall become fully exercisable (and Vesting Conditions shall lapse) and may
be exercised for a period of twelve (12) months thereafter (subject to the Expiration Date of the Option) by the personal representative of the
Optionee’s estate or any other person to whom the Option is transferred under a will or under the applicable laws of descent and distribution.
(d) Disability. In the event the Optionee’s employment (or other active service-providing relationship) with the Company or an
Eligible Subsidiary terminates by reason of the Optionee’s Disability, unless contrary to applicable law and unless otherwise provided by the
Administrator either initially or subsequent to the grant of the Option, except as set forth in Addendum A, all unvested Options shall be
automatically forfeited by the Optionee as of the date of termination and the Optionee shall have until the first anniversary of the Optionee’s
termination of employment for Disability (subject to the Expiration Date of the Option) to exercise the vested portion of any outstanding Options.
Notwithstanding the foregoing, as set forth in Addendum A, the Performance-Based Vesting Date may occur after the date of termination, and so
long as Optionee satisfied the Time-Based Vesting Criteria prior to the date of termination, the Options may vest after the date of termination based
on achievement of the Performance-Based Vesting Criteria prior to the earlier of the Expiration Date of the Option or the end of the post-termination
exercise period provided in the preceding sentence of this Section 5(d).
(e) Early Retirement. In the event the Optionee’s employment (or other active service-providing relationship) with the Company
or an Eligible Subsidiary terminates by reason of the Optionee’s Early Retirement, and the Date of Grant of the Option precedes the Optionee’s
Early Retirement date by at least six (6) months, with respect to Options that are unvested as of the Early Retirement date, a pro-rata portion of such
Options (i.e. based on the ratio of (x) the number of full or partial months worked by the Optionee from the Date of Grant to the Early Retirement
date to (y) the total number of months in the Time-Based Vesting Criteria of the Options) will continue to vest and such Options shall remain
outstanding and (once vested, if at all, based on the Performance-Based Vesting Criteria) may be exercised until the fifth anniversary of the Early
Retirement date (or if earlier, the Expiration Date of the Option). Notwithstanding the foregoing, as set forth in Addendum A, the Performance-
Based Vesting Date may occur after the Optionee’s Early Retirement date, and the Options may vest after such Early Retirement date based on
achievement of the Performance-Based Vesting Criteria prior to the earlier of the Expiration Date of the Option or the end of the post-termination
exercise period provided in the preceding sentence of this Section 5(e). If the Date of Grant of the Option does not precede the Optionee’s Early
Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed by the other
provisions of this Section 5, as applicable.
(f) Normal Retirement. In the event the Optionee’s employment (or other active service-providing relationship) with the Company
or an Eligible Subsidiary terminates by reason of the Optionee’s Normal Retirement, and the Date of Grant of the Option precedes the Optionee’s
Normal Retirement date by at least six (6) months, the Optionee’s unvested Options will continue to vest and such Options shall remain outstanding
and (once vested, if at all, based on the Performance-Based Vesting Criteria) may be exercised until the fifth anniversary of the Normal Retirement
date (or if earlier, the Expiration Date of the Option). Notwithstanding the foregoing, as set forth in Addendum A, the Performance-Based Vesting
Date may occur after the Optionee’s Normal Retirement date, and the Options may vest after such Normal Retirement date based on achievement of
the Performance-Based Vesting Criteria prior to the earlier of the Expiration Date of the Option or the end of the post-termination exercise period
provided in the preceding sentence of this Section 5(f). If the Date of Grant of the Option does not precede the Optionee’s Normal Retirement date
by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed by the other provisions of this Section
5, as applicable.
(g) Gross Misconduct. If the Optionee’s employment with the Company or an Eligible Subsidiary is terminated for Gross
Misconduct as determined by the Administrator, the Administrator in its sole discretion may provide that all, or any portion specified by the
Administrator, of
the Optionee’s unexercised Options shall terminate and be forfeited immediately without consideration. The Optionee acknowledges and agrees that
the Optionee’s termination of employment shall also be deemed to be a termination of employment by reason of the Optionee’s Gross Misconduct
if, after the Optionee’s employment has terminated, facts and circumstances are discovered or confirmed by the Company that would have justified a
termination for Gross Misconduct.
(h) Violation of Post Termination Covenant. To the extent that any of the Optionee’s Options remain outstanding under the terms
of the Plan or this Agreement after termination of the Optionee’s employment or service-providing relationship, as applicable, with the Company or
an Eligible Subsidiary, such Options shall nevertheless expire as of the date the Optionee violates any covenant not to compete or other post
termination covenant that exists between the Optionee on the one hand and the Company or any Subsidiary of the Company, on the other hand.
(i) Substantial Corporate Change. Notwithstanding any other provision in this Agreement to the contrary, in the event (x) a
Substantial Corporate Change occurs, (y) the Options are effectively assumed or continued by the surviving or acquiring corporation in such
Substantial Corporate Change (as determined by the Board or the Committee), and (z) the Participant is terminated without Gross Misconduct or, if
the Participant participates in the Envista Holdings Corporation Severance and Change in Control Plan, the Participant is terminated due to an
“Involuntary Termination” or “Good Reason Resignation” (as defined in the Severance and Change in Control Plan), in each case within 24 months
following the Substantial Corporate Change, then the following provisions shall apply to any Options which have not previously terminated or
expired:
(1) any unvested Options held by the Participant shall vest in full as of the Participant’s termination date; and
(2) all Options may be exercised until the earlier of (i) the fifth anniversary of the Participant’s termination date and (ii)
the expiration date of the Options under the Agreement.
6.
Non-Transferability of Option; Term of Option.
(a)
Unless the Committee determines otherwise in advance in writing, the Option may not be transferred in any manner
otherwise than by will or by the applicable laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the
Optionee and/or by his or her duly appointed guardian. The terms of the Plan and this Agreement shall be binding upon the executors,
administrators, heirs and permitted successors and assigns of the Optionee.
(b)
Notwithstanding any other term in this Agreement, the Option may be exercised only prior to the Expiration Date set out in
the Grant Notice, and may be exercised during such term only in accordance with the Plan and the terms of this Agreement.
7.
Amendment of Option or Plan.
(a)
The Plan and this Agreement constitute the entire understanding of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof. The
Optionee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than
those contained herein. The Board may amend, modify or terminate the Plan or any Option in any respect at any time, subject to Section 409A;
provided, however, that modifications to this Agreement or the Plan that materially and adversely affect the Optionee’s rights hereunder can be
made only in an express written contract signed by the Company and the Optionee.
Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement and the Optionee’s
rights under outstanding Options as it deems necessary or advisable, in its sole discretion and without the consent of the Optionee, (1) upon a
Substantial Corporate Change, (2) as required by law, or (3) to comply with Section 409A or to otherwise avoid imposition of any additional tax or
income recognition under Section 409A in connection with this award of Options; provided, however, that the Company shall not make any change
that would alter the rights of the Participant under Section 5(i) of the Agreement.
(b) The Optionee acknowledges and agrees that if the Optionee changes classification from a full-time employee to a part-time
employee the Committee may in its sole discretion (1) reduce or eliminate the Optionee’s unvested Options, and/or (2) extend any vesting schedule
to one or more dates that occur on or before the Expiration Date.
8.
Tax Obligations.
(a) Withholding Taxes. Regardless of any action the Company or any Subsidiary employing the Optionee (the “Employer”) takes
with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related-items
(“Tax Related-Items”), the Optionee acknowledges that the ultimate liability for all Tax Related-Items associated with the Option is and remains the
Optionee’s responsibility and may exceed the amount actually withheld by the Company and that the Company and the Employer (i) make no
representations or undertakings regarding the treatment of any Tax Related-Items in connection with any aspect of the Option, including, but not
limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any
dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for
Tax Related-Items. Further, if Optionee is subject to tax in more than one jurisdiction, the Optionee acknowledges that the Company and/or the
Employer (or former employer, as applicable) may be required to withhold or account for Tax Related-Items in more than one jurisdiction.
The Optionee shall, no later than the date as of which the value of an Option first becomes includible in the gross income of the Optionee for
purposes of Tax Related-Items, pay to the Company and/or the Employer, or make arrangements satisfactory to the Administrator (in its sole
discretion) regarding payment of, all Tax Related-Items required by applicable law to be withheld by the Company and/or the Employer with respect
to the Option. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the
Company and/or the Employer shall, to the extent permitted by applicable law, have the right to deduct any such Tax Related-Items from any
payment of any kind otherwise due to the Optionee. The Company shall have the right to require the Optionee to remit to the Company an amount
in cash sufficient to satisfy any applicable withholding requirements related thereto. With the approval of the Administrator, the Optionee may
satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or (ii) delivering already owned
unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld (or such other rate that will not cause
adverse accounting consequences for the Company). Any such Shares shall be valued at their Fair Market Value on the date as of which the amount
of Tax Related-Items to be withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be delivered
pursuant to the Option. The Company may also use any other method or combination of methods of obtaining the necessary payment or proceeds,
as permitted by applicable law, to satisfy its withholding obligation with respect to any Option.
Depending on the withholding method, the Company may withhold or account for Tax Related-Items by considering maximum applicable rates to
the extent permitted by the Plan, in which case the Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement
to the
Share equivalent. If the obligation for Tax Related-Items is satisfied by withholding in Shares, for tax purposes, the Optionee shall be deemed to
have been issued the full member of Shares issued upon exercise of the Options notwithstanding that a member of the Shares are held back solely
for the purpose of paying the Tax Related-Items.
(b) Code Section 409A. Payments made pursuant to the Plan and this Agreement are intended to qualify for an exemption from or
comply with Section 409A. Notwithstanding any provision in this Agreement, the Company reserves the right, to the extent the Company deems
necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Options granted to
Optionees who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A;
provided, however, that the Company makes no representations that the Plan or the Options shall be exempt from or comply with Section 409A and
makes no undertaking to preclude Section 409A from applying to the Plan or any Options granted thereunder. If this Agreement fails to meet the
requirements of Section 409A, neither the Company nor any of its Eligible Subsidiaries shall have any liability for any tax, penalty or interest
imposed on the Optionee by Section 409A, and the Optionee shall have no recourse against the Company or any of its Eligible Subsidiaries for
payment of any such tax, penalty or interest imposed by Section 409A.
9.
Rights as Shareholder. Until all requirements for exercise of the Option pursuant to the terms of this Agreement and the Plan have
been satisfied, the Optionee shall not be deemed to be a shareholder or to have any of the rights of a shareholder with respect to any Shares.
10.
No Employment Contract. Nothing in the Plan or this Agreement constitutes an employment contract between the Company and the
Optionee and this Agreement shall not confer upon the Optionee any right to continuation of employment with the Company or any of its Eligible
Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or any of its Eligible Subsidiaries’ right to terminate the Optionee’s
employment at any time, with or without cause (subject to any employment agreement the Optionee may otherwise have with the Company or an
Eligible Subsidiary thereof and/or applicable law).
11.
Board Authority. The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for the
administration, interpretation and application of this Agreement as are consistent therewith and to interpret or revoke any such rules (including, but
not limited to, the determination of whether any Options have vested). All interpretations and determinations made by the Board and/or the
Committee in good faith shall be final and binding upon the Optionee, the Company and all other interested persons and such determinations of the
Board and/or the Committee do not have to be uniform nor do they have to consider whether optionees are similarly situated.
12.
Headings. The captions used in this Agreement and the Plan are inserted for convenience and shall not be deemed to be a part of the
Option for construction and interpretation.
13.
Electronic Delivery.
(a) If the Optionee executes this Agreement electronically, for the avoidance of doubt, the Optionee acknowledges and agrees that
his or her execution of this Agreement electronically (through an on-line system established and maintained by the Company or a third party
designated by the Company, or otherwise) shall have the same binding legal effect as would execution of this Agreement in paper form. The
Optionee acknowledges that upon request of the Company he or she shall also provide an executed, paper form of this Agreement.
(b) If the Optionee executes this Agreement in paper form, for the avoidance of doubt the parties acknowledge and agree that it is
their intent that any agreement previously or subsequently entered into between the parties that is executed electronically shall have the same
binding legal effect as if such agreement were executed in paper form.
(c) If the Optionee executes this Agreement multiple times (for example, if the Optionee first executes this Agreement in
electronic form and subsequently executes this Agreement in paper form), the Optionee acknowledges and agrees that (i) no matter how many
versions of this Agreement are executed and in whatever medium, this Agreement only evidences a single grant of Options relating to the number of
Shares set forth in the Grant Notice and (ii) this Agreement shall be effective as of the earliest execution of this Agreement by the parties, whether in
paper form or electronically, and the subsequent execution of this Agreement in the same or a different medium shall in no way impair the binding
legal effect of this Agreement as of the time of original execution.
(d) The Company may, in its sole discretion, decide to deliver by electronic means any documents related to the Option, to
participation in the Plan, or to future awards granted under the Plan, or otherwise required to be delivered to the Optionee pursuant to the Plan or
under applicable law, including but not limited to, the Plan, this Agreement, the Plan prospectus and any reports of the Company generally provided
to shareholders. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to the Company’s intranet or
the internet site of a third party involved in administering the Plan, the delivery of documents via electronic mail (“e-mail”) or such other means of
electronic delivery specified by the Company. By executing this Agreement, the Optionee hereby consents to receive such documents by electronic
delivery. At the Optionee’s written request to the Secretary of the Company, the Company shall provide a paper copy of any document at no cost to
the Optionee.
14.
Data Privacy. The Company is located at 200 S. Kraemer Blvd., Building E, Brea, California 92821, United States of America
and grants Options under the Plan to employees of the Company and its Subsidiaries in its sole discretion. In conjunction with the Company’s
grant of Options under the Plan and its ongoing administration of such awards, the Company is providing the following information about its
data collection, processing and transfer practices (“Personal Data Activities”). In accepting the grant of the Option, the Optionee expressly and
explicitly consents to the Personal Data Activities as described herein.
(a) Data Collection, Processing and Usage. The Company collects, processes and uses the Optionee’s personal data, including the
Optionee’s name, home address, e-mail address, and telephone number, date of birth, social insurance / passport number or other identification
number (e.g. resident registration number), salary, citizenship, job title, any Shares or directorships held in the Company, and details of all
Options or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in the Optionee’s favor, which the
Company receives from the Optionee or the Employer ("Personal Information"). In granting the Option under the Plan, the Company will
collect the Optionee’s Personal Information for purposes of allocating Shares and implementing, administering and managing the Plan. The
Company’s legal basis for the collection, processing and usage of the Optionee’s Personal Information is the Optionee’s consent.
(b) Stock Plan Administration Service Provider. The Company transfers the Optionee’s Personal Information to Fidelity Stock Plan
Services LLC, an independent service provider based in the United States, which assists the Company with the implementation, administration
and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a
different Stock Plan Administrator and share the Optionee’s Personal Information with another company that serves in a similar manner. The
Stock Plan Administrator will open an account for the Optionee to receive and trade Shares acquired under the Plan. The Optionee will be
asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Optionee’s ability
to participate in the Plan.
(c) International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Optionee should
note that the Optionee’s country of residence may have enacted data privacy laws that are different from the United States. The Company’s legal
basis for the transfer of the Optionee’s Personal Information to the United States is the Optionee’s consent.
(d) Voluntariness and Consequences of Consent Denial or Withdrawal. The Optionee’s participation in the Plan and his or her grant
of consent is purely voluntary. The Optionee may deny or withdraw his or her consent at any time. If the Optionee does not consent, or if the
Optionee later withdraws his or her consent, the Optionee may be unable to participate in the Plan. This would not affect the Optionee’s existing
employment or salary; instead, the Optionee merely may forfeit the opportunities associated with the Plan.
(e) Data Subject Rights. The Optionee may have a number of rights under the data privacy laws in the Optionee’s country of residence.
For example, the Optionee’s rights may include the right to (i) request access or copies of Personal Information the Company processes, (ii)
request rectification of incorrect data. (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent
authorities in the Optionee’s country of residence, and/or (vi) request a list with the names and addresses of any potential recipients of the
Optionee’s personal data. To receive clarification regarding the Optionee’s rights or to exercise his or her rights, the Optionee should contact his
or her local human resources department.
15.
Waiver of Right to Jury Trial. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES ANY
RIGHT OR EXPECTATION AGAINST THE OTHER TO TRIAL OR ADJUDICATION BY A JURY OF ANY CLAIM, CAUSE OR
ACTION ARISING WITH RESPECT TO THE OPTION OR HEREUNDER, OR THE RIGHTS, DUTIES OR LIABILITIES
CREATED HEREBY.
16.
Agreement Severable. In the event that any provision of this Agreement shall be held invalid or unenforceable, such provision shall
be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.
17.
Governing Law and Venue. The laws of the State of Delaware (other than its choice of law provisions) shall govern this Agreement
and its interpretation. For purposes of litigating any dispute that arises with respect to this Option, this Agreement or the Plan, the parties hereby
submit to and consent to the jurisdiction of the State of Delaware, and agree that such litigation shall be conducted in the courts of New Castle
County, or the United States Federal court for the District of Delaware, and no other courts; and waive, to the fullest extent permitted by law, any
objection that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in
any such court is improper or that such proceedings have been brought in an inconvenient forum. Any claim under the Plan, this Agreement or any
Option must be commenced by Optionee within twelve (12) months of the earliest date on which Optionee’s claim first arises, or Optionee’s cause
of action accrues, or such claim will be deemed waived by Optionee.
18.
Nature of Option. In accepting the Option, Optionee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or
terminated by the Company at any time, to the extent permitted by the Plan;
(b) the award of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive
future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan is voluntary;
(e) the Option, and the income and value of same, is an extraordinary item that (i) does not constitute compensation of any kind
for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of the Optionee’s employment or service contract,
if any;
(f) the Option, and the income and value of same, is not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, holiday pay, long-
service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating
in any way to, past services for the Company or any Subsidiary;
(g) the Option and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or
supplement any pension rights or compensation;
(h) unless otherwise agreed with the Company, the Option, and the income from and value of same, are not granted as
consideration for, or in connection with, any service the Optionee may provide as a director of any Subsidiary;
(i) the future value of the underlying Shares is unknown and cannot be predicted with certainty;
(j) if the Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or
decrease in value, even below the Exercise Price;
(l) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination
of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of the
Optionee’s employment or continuous service with the Company or any Subsidiary (for any reason whatsoever, whether or not later found to be
invalid or in breach of applicable labor laws of the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment
agreement, if any), and in consideration of the grant of the Options, the Optionee agrees not to institute any claim against the Company or any
Subsidiary; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by
signing/electronically accepting this Agreement, Optionee shall be deemed to have irrevocably waived the Optionee’s entitlement to pursue or seek
remedy for any such claim; and
(m) neither the Company, the Employer nor any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation
between the Optionee’s local currency and the U.S. Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to
the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
19.
Language. The Optionee acknowledges that he or she is proficient in the English language and understands the terms of this
Agreement. If the Optionee has received the Plan, this Agreement, the Plan or any other document related to the Plan translated into a language
other than English and if the meaning of the translated version is different than the English version, the English version will control, unless
otherwise prescribed by applicable law.
20. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
21. Waiver. The Optionee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or
be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Optionee or any other participant.
22. Insider Trading/Market Abuse Laws. By accepting the Options, the Optionee acknowledges that the Optionee is bound by all the
terms and conditions of any Company insider trading policy as may be in effect from time to time. The Optionee further acknowledges that,
depending on the Optionee’s country, the Optionee may be or may become subject to insider trading restrictions and/or market abuse laws, which
may affect the Optionee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Options) or rights linked to the value
of Shares under the Plan during such times as the Optionee is considered to have “inside information” regarding the Company (as defined by the
laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Optionee
placed before the Optionee possessed inside information. Furthermore, the Optionee could be prohibited from (i) disclosing the inside information
to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any
restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any Company insider
trading policy as may be in effect from time to time. The Optionee acknowledges that it is the Optionee’s personal responsibility to comply with any
applicable restrictions, and Optionee should speak to his or her personal advisor on this matter.
23. Legal and Tax Compliance; Cooperation. If the Optionee resides or is employed outside of the United States, the Optionee agrees, as
a condition of the grant of the Options, to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not
limited to, dividends and any proceeds derived from the sale of Shares acquired pursuant to the Options) if required by and in accordance with local
foreign exchange rules and regulations in the Optionee’s country of residence (and country of employment, if different). In addition, the Optionee
also agrees to take any and all actions, and consent to any and all actions taken by the Company and its Eligible Subsidiaries, as may be required to
allow the Company and its Eligible Subsidiaries to comply with local laws, rules and regulations in the Optionee’s country of residence (and country
of employment, if different). Finally, the Optionee agrees to take any and all actions as may be required to comply with the Optionee’s personal
legal and tax obligations under local laws, rules and regulations in the Optionee’s country of residence (and country of employment, if different).
24. Private Offering. The grant of the Options is not intended to be a public offering of securities in the Optionee’s country of residence
(and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local
securities authorities with respect to the grant of the Options (unless otherwise required under local law). No employee of the Company is
permitted to advise the Optionee on whether the Optionee should purchase Shares under the Plan or provide the Optionee with any legal,
tax or financial advice with respect to the grant of the Options. Investment in Shares involves a degree of risk. Before deciding to purchase
Shares pursuant to the Options, the Optionee should carefully consider all risk factors and tax considerations relevant to the acquisition of
Shares under the Plan or the disposition of them. Further, the Optionee should carefully review all of the materials related to the Options
and the Plan, and the Optionee should consult with the Optionee’s personal legal, tax and financial advisors for professional advice in
relation to the Optionee’s personal circumstances.
25. Foreign Asset/Account Reporting and Exchange Controls. The Optionee’s country may have certain exchange control and/or foreign
asset/account reporting requirements which may affect the Optionee’s ability to acquire or hold Shares under the Plan or cash received from
participating in the Plan (including from any dividends paid on Shares or sale proceeds resulting from the sale of Shares) in a brokerage or bank
account outside the Optionee’s country. The Optionee may be required to report such accounts, assets or transactions to the tax or other authorities in
his or her country. The Optionee may be required to repatriate sale proceeds or other funds received as a result of the Optionee’s participation in the
Plan to the Optionee’s country through a designated bank or broker within a certain time after receipt. The Optionee acknowledges that it is his or
her responsibility to comply with any applicable regulations, and that the Optionee should speak to his or her personal advisor on this matter.
26. Addendums. Notwithstanding any provisions of this Agreement, the Option and any Shares acquired under the Plan shall be subject to
any special terms and conditions for the Optionee’s country of employment and country of residence, if different, as set forth in any of the
Addendums. Moreover, if the Optionee relocates to one of the countries included in any of the Addendums, the special terms and conditions for
such country will apply to the Optionee, to the extent the Company determines that the application of such terms and conditions is necessary or
advisable for legal or administrative reasons and provided the imposition of the term or condition will not result in any adverse accounting expense
with respect to the Option (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the
Optionee’s transfer). The Addendums constitute part of this Agreement.
27. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Optionee’s participation in
the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or
administrative reasons and provided the imposition of the term or condition will not result in adverse accounting expense to the Company, and to
require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
28. Recoupment. The Options granted pursuant to this Agreement are subject to the terms of the Envista Holdings Corporation
Recoupment Policy in the form approved by the Committee from time to time (including any successor thereto, the “Policy”) and to the terms
required by applicable law; and the terms of the Policy and such applicable law are incorporated by reference herein and made a part hereof. For
purposes of the foregoing, the Optionee expressly and explicitly authorizes the Company to issue instructions, on the Optionee’s behalf, to any
brokerage firm and/or third party administrator engaged by the Company to hold the Optionee’s Shares and other amounts acquired pursuant to the
Optionee’s Options, to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement
of the Policy. To the extent that this Agreement and the Policy conflict, the terms of the Policy shall prevail.
29. Notices. The Company may, directly or through its third party stock plan administrator, endeavor to provide certain notices to the
Optionee regarding certain events relating to awards that the Optionee may have received or may in the future receive under the Plan, such as
notices reminding the Optionee of the vesting or expiration date of certain awards. The Optionee acknowledges and agrees that (1) the Company has
no obligation (whether pursuant to this Agreement or otherwise) to provide any such notices; (2) to the extent the Company does provide any such
notices to the Optionee the Company does not thereby assume any obligation to provide any such notices or other notices; and (3) the Company, its
Subsidiaries and the third party stock plan administrator have no liability for, and the Optionee has no right whatsoever (whether pursuant to this
Agreement or otherwise) to make any claim against the Company, any of its Subsidiaries or the third party stock plan administrator based on any
allegations of, damages or harm suffered by the Optionee as a result of the Company’s failure to provide any such notices or the Optionee’s failure
to receive any such notices. The Optionee further agrees to notify the Company upon any change in his or her residence address.
30. Limitations on Liability. Notwithstanding any other provisions of the Plan or this Agreement, no individual acting as a director,
employee, or agent of the Company or any of its Subsidiaries will be liable to the Optionee or the Optionee’s spouse, beneficiary, or any other
person or entity for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable because
of any contract or other instrument he or she executes in such other capacity. No member of the Board or of the Committee will be liable for any
action or determination (including, but limited to, any decision not to act) made in good faith with respect to the Plan or any Option.
31. Consent and Agreement With Respect to Plan. The Optionee (a) acknowledges that the Plan and the prospectus relating
thereto are available to the Optionee on the website maintained by the Company’s third party stock plan administrator; (b) represents that
he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her
choice prior to executing this Agreement and fully understands all provisions of this Agreement and the Plan; (c) accepts this Option
subject to all of the terms and provisions thereof; and (d) agrees to accept as binding, conclusive and final all decisions or interpretations of
the Committee upon any questions arising under the Plan or this Agreement.
[If this Agreement is signed in paper form, complete and execute the following:]
OPTIONEE
ENVISTA HOLDINGS CORPORATION
#Signature#
Signature
Signature
#ParticipantName#
Print Name
Print Name
Title
Declaration of Data Privacy Consent. By providing the additional signature below, the undersigned explicitly declares his or her consent
data processing operations described in Section 14 of this Agreement. This includes, without limitation, the transfer of the Optionee’s Per
Information to, and the processing of such data by, the Company, the Employer or, as the case may be, the Stock Plan Administrator in the U
States. The undersigned may withdraw his or her consent at any time, with future effect and for any or no reason as described in Section 14 o
Agreement.
OPTIONEE
#Signature#
Signature
ADDENDUM A
VESTING CONDITIONS
The Options shall vest, if at all, based on the attainment of both the Time-Based Vesting Criteria and Performance-Based Vesting Criteria, as defined
below:
Time-Based Vesting Criteria
Subject to Section 5 of the Agreement, the Options shall not vest unless the Optionee continues to be actively employed with the Company or an
Eligible Subsidiary for a period of three (3) years from the Date of Grant.
Performance-Based Vesting Criteria
Except as provided in Section 5(c), the Options shall not vest unless the closing stock price of the Company’s common stock on the New York Stock
Exchange (or any other national securities exchange or automated quotation system on which the Company’s common stock is traded) equals or
exceeds, for a period of twenty (20) consecutive trading days, a price that is 133% of the closing stock price of the Company’s common stock on the
Date of Grant (the “Minimum Stock Price”). Such twentieth (20 ) consecutive trading day on which the Minimum Stock Price is achieved shall be
the day that the Performance-Based Vesting Criteria have been satisfied (the “Performance-Based Vesting Date”). Notwithstanding anything to the
contrary in the Agreement, the Performance-Based Vesting Date may occur after Optionee’s termination of employment, so long as the
Performance-Based Vesting Date occurs prior to the expiration date of the Option, which shall be the earlier of the original Expiration Date set forth
in the Notice of Grant or the applicable post-termination exercise period set forth in Section 5 of the Agreement.
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ADDENDUM B
This Addendum includes special terms and conditions that govern the Option granted to the Optionee if the Optionee resides and/or works in one of
the countries listed herein. Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Grant Notice, the
Agreement or the Plan.
This Addendum also includes information regarding securities, exchange control, tax and certain other issues of which the Optionee should be
aware with respect to the Optionee’s participation in the Plan. The information is based on the securities, exchange control, tax and other laws in
effect as of January 2020. Such laws are often complex and change frequently. As a result, the Company recommends that the Optionee not rely on
the information contained herein as the only source of information relating to the consequences of the Optionee’s participation in the Plan because
the information may be out of date at the time the Optionee exercises the Option or sells Shares acquired under the Plan.
In addition, this Addendum is general in nature and may not apply to the Optionee’s particular situation, and the Company is not in a position to
assure the Optionee of any particular result. Accordingly, the Optionee should to seek appropriate professional advice as to how the relevant
laws in the Optionee’s country apply to the Optionee’s specific situation.
If the Optionee is a citizen or resident (or is considered as such for local tax purposes) of a country other than the one in which the Optionee is
currently working and/or residing, or if the Optionee transfers employment and/or residency to another country after the grant of the Option, the
information contained herein may not be applicable to the Optionee in the same manner.
EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) AND SWITZERLAND
Data Privacy
If the Optionee resides and/or is employed in the EU / EEA, the following provision replaces Section 14 of the Agreement:
The Company is located at 200 S. Kraemer Blvd., Building E, Brea California 92821 and grants Options under the Plan to employees of
the Company and its Subsidiaries in its sole discretion. The Optionee should review the following information about the Company’s data
processing practices.
(a)Data Collection, Processing and Usage. Pursuant to applicable data protection laws, the Optionee is hereby notified that the Company
collects, processes, and uses certain personally-identifiable information about the Optionee; specifically, including the Optionee’s name, home
address, email address and telephone number, date of birth, social insurance / passport number or other identification number (e.g. resident
registration number), salary, citizenship, job title, any Shares or directorships held in the Company, and details of all Options or any other equity
compensation awards granted, canceled, exercised, vested, or outstanding in the Optionee’s favor, which the Company receives from the
Optionee or the Employer ("Personal Information"). In granting the Options under the Plan, the Company will collect the Optionee’s personal
data for purposes of allocating Shares and implementing, administering and managing the Plan. The Company's legal basis for collecting,
processing and using the Optionee's Personal Information will be the Company's necessity to execute its contractual obligations under this
Agreement and to comply with its legal obligations. The Optionee’s refusal to provide Personal Information may affect the Optionee’s ability to
participate in the Plan. As such, by participating in the Plan, the Optionee voluntarily acknowledges the collection, processing and use, of the
Optionee’s Personal Information as described herein.
For the avoidance of doubt, references to the European Union / European Economic Area in this Addendum include currently the United Kingdom.
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(b)Stock Plan Administration Service Provider. The Company transfers participant data to Fidelity Stock Plan Services LLC, an
independent service provider based in the United States, which assists the Company with the implementation, administration and management
of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the
Optionee’s Personal Information with another company that serves in a similar manner. The Stock Plan Administrator will open an account for
the Optionee to receive and trade Shares acquired under the Plan. The Optionee will be asked to agree on separate terms and data processing
practices with the Stock Plan Administrator, which is a condition to the Optionee’s ability to participate in the Plan.
(c)International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Company can only
meet its contractual obligations to the Optionee if the Optionee’s Personal Information is transferred to the United States. The Company’s legal
basis for the transfer of the Optionee’s Personal Information to the United States is to satisfy its contractual obligations under the terms of this
Agreement and/or its use of the standard data protection clauses adopted by the EU Commission.
(d)Data Retention. The Company will use the Optionee’s Personal Information only as long as is necessary to implement, administer and
manage the Optionee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities
laws. When the Company no longer needs the Optionee’s Personal Information, the Company will remove it from its systems. If the Company
keeps the Optionee’s data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance
with relevant laws or regulations.
(e)Data Subjects Rights. The Optionee may have a number of rights under data privacy laws in the Optionee’s country of residence (and
country of employment, if different). For example, the Optionee’s rights may include the right to (i) request access or copies of personal data the
Company processes pursuant to this Agreement, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) request restrictions
on processing, (v) lodge complaints with competent authorities in the Optionee’s country of residence (and country of employment, if different),
and/or (vi) request a list with the names and addresses of any potential recipients of the Optionee’s Personal Information. To receive
clarification regarding the Optionee’s rights or to exercise his or her rights, the Optionee should contact his or her local human resources
department.
ARGENTINA
Labor Law Acknowledgement
This provision supplements Section 18 of the Agreement:
In accepting the Option, the Optionee acknowledges and agrees that the grant of the Options is made by the Company (not the Employer) in its sole
discretion and that the value of the Options or any Shares acquired under the Plan shall not constitute salary or wages for any purpose under
Argentine labor law, including, but not limited to, the calculation of (i) any labor benefits including, without limitation, vacation pay, thirteenth
salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii) any termination or severance indemnities
or similar payments.
If, notwithstanding the foregoing, any benefits under the Plan are considered as salary or wages for any purpose under Argentine labor law, the
Optionee acknowledges and agrees that such benefits shall not accrue more frequently than on the relevant Exercise Date(s).
Securities Law Notice
The Optionee understands that neither the grant of the Option nor the purchase of Shares constitute a public offering as defined by the Law N°
17,811, or any other Argentine law. The offering of the Option is a private placement and the underlying Shares are not listed on any stock exchange
in Argentina. As such, the offering is not subject to the supervision of any Argentine governmental authority.
Exchange Control
Exchange control regulations in Argentina are subject to frequent change. The Optionee is solely responsible for complying with any and all
Argentine currency exchange restrictions, approvals and reporting requirements in connection with the exercise and settlement of the Option, the
subsequent sale of any Shares acquired upon exercise/settlement and the receipt of any dividends paid on such Shares. The Optionee should consult
with his or her personal legal advisor regarding any exchange control obligations Optionee may have in connection with his or her participation in
the Plan.
Foreign Asset/Account Reporting Information
If the Optionee holds Shares as of December 31 of any year, the Optionee is required to report the holding of the Shares on his or her personal tax
return for the relevant year. The Optionee should consult with his or her personal tax advisor to determine his or her personal reporting obligations.
AUSTRALIA
Australia Offer Document
The Optionee understands that the offering of the Plan in Australia is intended to qualify for exemption from the prospectus requirements under
Class Order 14/1000 issued by the Australian Securities and Investments Commission. Participation in the Plan is subject to the terms and
conditions set forth in the Australian Offer Document (delivered to the Optionee separately), the Plan and the Agreement provided to the Optionee.
Options Conditioned on Satisfaction of Regulatory Obligations
If the Optionee is (a) a director of a Subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Subsidiary
incorporated in Australia and who also is a director of a Subsidiary incorporated outside of Australia, the grant of the Option is conditioned upon
satisfaction of the shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in Australia.
Securities Law Notice
If the Optionee acquires Shares under the Plan and subsequently offer the Shares for sale to a person or entity resident in Australia, such offer may
be subject to disclosure requirements under Australian law, and the Optionee should obtain legal advice regarding any applicable disclosure
requirements prior to making any such offer.
Exchange Control Notice
Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers of any amount. The Australian
bank assisting with the transaction will file the report for the Optionee. If there is no Australian bank involved in the transfer, the Optionee will be
responsible for filing the report.
Tax Information
The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in that
Act).
AUSTRIA
Exchange Control Notice
If the Optionee holds Shares acquired under the Plan outside of Austria, the Optionee must submit a report to the Austrian National Bank as follows:
(i) on a quarterly basis if the value of the Shares as of any given quarter meets or exceeds €30,000,000; the deadline for filing the quarterly report is
the 15th day of the month following the end of the respective quarter and (ii) on an annual basis if the value of the Shares as of December 31 meets
or exceeds €5,000,000; the deadline for filing the annual report is January 31 of the following year.
When the Optionee sells Shares acquired under the Plan or receives a dividend payment, the Optionee may be required to comply with certain
exchange control obligations if the cash proceeds are held outside of Austria. If the transaction volume of all accounts abroad exceeds €10,000,000,
the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following
month on the prescribed form (Meldungen SI-Forderungen und/oder SI-Verpflichtungen).
BELGIUM
Terms and Conditions
Options granted to the Optionee in Belgium shall not be accepted by the Optionee earlier than the 61 day following the Offer Date. The Offer Date
is the date on which the Company notifies the Optionee of the material terms and conditions of the Option grant. Any acceptance given by the
Optionee before the 61 day following the grant date shall be null and void.
Foreign Asset/Account Reporting Information
The Optionee is required to report any securities (e.g., Shares acquired under the Plan) or bank accounts (including brokerage accounts) opened and
maintained outside Belgium on his or her annual tax return. The Optionee will also be required to provide the National Bank of Belgium with details
regarding any such account (including the account number, the name of the bank in which such account is held and the country in which such
account is located). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of
Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption.
Stock Exchange Tax Information
A stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial intermediary, such as a U.S. broker. The
stock exchange tax will apply when Shares acquired pursuant to the Option are sold. The Optionee should consult with a personal tax or financial
advisor for additional details on the Optionee’s obligations with respect to the stock exchange tax.
BRAZIL
Labor Law Policy and Acknowledgment
This provision supplements Section 18 of the Agreement:
By accepting the Option, the Optionee agrees that he or she is (i) making an investment decision, (ii) that the Option will be exercisable by the
Optionee only if the Vesting Conditions are met and any necessary services are rendered by the Optionee during the vesting period set forth in the
Vesting Schedule, and (iii) the value of the underlying Shares is not fixed and may increase or decrease in value over the vesting period without
compensation to the Optionee.
Compliance with Law
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By accepting the Option, the Optionee acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any and all applicable
taxes associated with the exercise of the Option, the receipt of any dividends, and the sale of Shares acquired under the Plan.
Method of Exercise
The Optionee acknowledges that due to regulatory requirements, and notwithstanding any terms or conditions of the Plan or the Agreement to the
contrary, if the Optionee resides in Brazil, the Optionee will be restricted to the cashless sell-all method of exercise with respect to their Options. To
complete a cashless sell-all exercise, the Optionee understands that the Optionee needs to instruct the broker to: (i) sell all of the purchased Shares
issued upon exercise; (ii) use the proceeds to pay the Exercise Price, brokerage fees and any applicable Tax Related-Items; and (iii) remit the
balance in cash to the Optionee. In the event of changes in regulatory requirements, the Company reserves the right to eliminate the cashless sell-all
method of exercise requirement and, in its sole discretion, to permit cash exercises, cashless sell-to-cover exercises or any other method of exercise
and payment deemed appropriate by the Company.
Foreign Asset/Account Reporting Information
If the Optionee is a resident or domiciled in Brazil, the Optionee may be required to submit an annual declaration of assets and rights held outside of
Brazil to the Central Bank of Brazil. If the aggregate value of such assets and rights is equal to or greater than US$100,000 but less than
US$100,000,000, a declaration must be submitted annually. If the aggregate value exceeds US$100,000,000, a declaration must be submitted
quarterly.
Tax on Financial Transactions (IOF)
Repatriation of funds (e.g., the proceeds from the sale of Shares) into Brazil and the conversion of USD into BRL associated with such fund
transfers may be subject to the Tax on Financial Transactions. It is the Optionee's responsibility to comply with any applicable Tax on Financial
Transactions arising from his or her participation in the Plan. The Optionee should consult with his or her personal tax advisor for additional details.
CANADA
Method of Payment and Tax Obligations
This provision supplements Sections 4 and 8(a) of the Agreement:
Notwithstanding any discretion in the Plan or in this Agreement, without the Company’s consent, the Optionee is not permitted to pay the Exercise
Price by the method set forth in Section 4(c), nor is the Optionee permitted to pay for any Tax Related-Items by the delivery of (i) unencumbered
Shares, or (ii) withholding in Shares otherwise issuable to the Optionee upon exercise, as set forth in Section 8(a).
The following two provisions apply if the Optionee is a resident of Quebec:
Consent to Receive Information in English
The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given
or instituted pursuant hereto or relating directly or indirectly hereto, be written in English.
Les parties reconnaissent avoir exigé la rédaction en anglais du présent Contrat, ainsi que de tous documents exécutés, avis donnés ou procédures
judiciaires intentées, en vertu du, ou liés directement ou indirectement, au présent Contrat.
Data Privacy
The provision supplements Section 14 of the Agreement:
The Optionee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all
personnel, professional or not, involved in the administration and operation of the Optionee’s awards under the Plan. The Optionee further
authorizes the Company, its Subsidiaries, and the Stock Plan Administrator, to disclose and discuss the Optionee’s participation in the Plan with
their respective advisors. The Optionee further authorizes the Company and its Subsidiaries to record such information and to keep such information
in his or her employee file.
Securities Law Notice
The Optionee is permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any (or any other broker
acceptable to the Company), provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock
exchange on which the Shares are listed. The Shares are currently listed on the New York Stock Exchange.
Foreign Asset/Account Reporting Information
Foreign property, including Options, Shares acquired under the Plan, and other rights to receive shares of a non-Canadian company held by a
Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign
property exceeds C$100,000 at any time during the year. Thus, Options must be reported – generally at a nil cost – if the C$100,000 cost threshold
is exceeded because the Optionee holds other foreign property. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of
the Shares. The ACB would ordinarily equal the fair market value of the Shares at the time of acquisition, but if the Optionee owns other shares of
the Company, this ACB may need to be averaged with the ACB of the other shares. The Optionee should consult his or her personal legal advisor to
ensure compliance with applicable reporting obligations.
CHILE
Securities Law Notice
The grant of the Options hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement.
a)
The starting date of the offer will be the Date of Grant (as defined in the Agreement), and this offer conforms to General Ruling No. 336 of
the Chilean Commission of the Financial Market (“CMF”);
b) The offer deals with securities not registered in the Registry of Securities or in the Registry of Foreign Securities of the CMF, and therefore
such securities are not subject to its oversight;
c)
The issuer is not obligated to provide public information in Chile regarding the foreign securities, as such securities are not registered with
the CMF; and
d) The foreign securities shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in
Chile.
a) La fecha de inicio de la oferta será el de la fecha de otorgamiento (o “Grant Date”, según este término se define en el documento
denominado “Agreement”) y esta oferta se acoge a la norma de Carácter General N° 336 de la Comisión para el Mercado Financiero de
Chile (“CMF”);
b) La oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la CMF, por lo que
tales valores no están sujetos a la fiscalización de ésta;
c)
Por tratar de valores no inscritos en la CMF no existe la obligación por parte del emisor de entregar en Chile información pública respecto
de esos valores; y
d) Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente.
Exchange Control Notice
If the Optionee pays the Exercise Price in cash or check and remits funds in excess of US$10,000 out of Chile, the remittance must be made through
the Formal Exchange Market (“FEM,” i.e., a commercial bank or registered foreign exchange office). In such case, the Optionee must provide
certain information regarding the transaction (e.g., amount, currency and destination of funds, as well as the parties involved) to the bank or
registered foreign exchange office used in the remittance on a prescribed form. The bank or registered foreign exchange office will submit the form
to the Central Bank to notify the Central Bank of the transaction.
If the Optionee exercises the Option using a cashless exercise method implemented by the Company in connection with the Plan, and the aggregate
Exercise Price exceeds US$10,000, the Optionee must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it
directly with the Central Bank within the first ten (10) days of the month following the Exercise Date.
The Optionee is not required to repatriate proceeds obtained from the sale of Shares or from dividends to Chile; however, if the Optionee decides to
repatriate proceeds from the sale of Shares and/or dividends and the amount of the proceeds to be repatriated exceeds U.S. $10,000, the Optionee
acknowledges that he or she must effect such repatriation through the Formal Exchange Market. However, if the Optionee does not repatriate the
funds and uses such funds for the payment of other obligations contemplated under a different Chapter of the Foreign Exchange Regulations, the
Optionee must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank of Chile
within the first ten (10) days of the month immediately following the transaction.
If the Optionee’s aggregate investments held outside of Chile exceed US$5,000,000 (including the value of the Shares acquired under the Plan), the
Optionee must report the status of such investments annually to the Central Bank, using Annex 3.1 of Chapter XII of the Foreign Exchange
Regulations.
Please note that exchange control regulations in Chile are subject to change. The Optionee should consult with his or her personal legal advisor
regarding any exchange control obligations that the Optionee may have prior to the exercise of the Option.
Foreign Asset/Account Reporting Information
The Chilean Internal Revenue Service (“CIRS”) requires all taxpayers to provide information annually regarding (i) the results of investments held
abroad; and (ii) the taxes paid abroad which the taxpayers will use as credit against Chilean income tax. To comply with these annual reporting
obligations the Optionee must submit a sworn statements setting forth the required information before June 30 of each year. The sworn statement
disclosing this information (or Formularios) must be submitted electronically through the CIRS website: www.sii.cl, using Form 1929. In addition,
the Optionee will be personally responsible for reporting taxable income on Form 22.
CHINA
Exchange Control Restrictions Applicable to Optionees who are PRC Nationals
If the Optionee is a local national of the People’s Republic of China (“PRC”), the Optionee understands that, except as otherwise provided herein,
his or her Options can be exercised only by means of the
cashless sell-all method, under which all Shares underlying the Options are immediately sold upon exercise.
In addition, the Optionee understands and agrees that, pursuant to local exchange control requirements, the Optionee is required to repatriate the
cash proceeds from the cashless sell-all method of exercise of the Options, (i.e., the sale proceeds less the Exercise Price and any administrative
fees). The Optionee agrees that the Company is authorized to instruct its designated broker to assist with the immediate sale of such Shares (on the
Optionee’s behalf pursuant to this authorization), and the Optionee expressly authorizes such broker to complete the sale of such Shares. The
Optionee acknowledges that the Company’s broker is under no obligation to arrange for the sale of Shares at any particular price. The Company
reserves the right to provide additional methods of exercise depending on the development of local law.
In addition, the Optionee understands and agrees that the cash proceeds from the exercise of his or her Options, (i.e., the proceeds of the sale of the
Shares underlying the Options, less the Exercise Price and any administrative fees) will be repatriated to China. The Optionee further understands
that, under local law, such repatriation of the cash proceeds may be effectuated through a special foreign exchange control account to be approved
by the local foreign exchange administration, and the Optionee hereby consents and agrees that the proceeds from the sale of Shares acquired under
the Plan, net of the Exercise Price and administrative fees, may be transferred to such special account prior to being delivered to the Optionee. The
proceeds, net of Tax Related-Items, may be paid to the Optionee in U.S. Dollars or local currency at the Company’s discretion (as of the Date of
Grant, the proceeds are paid to the Optionee in local currency). In the event the proceeds are paid to the Optionee in U.S. Dollars, the Optionee
understands that he or she will be required to set up a U.S. Dollar bank account in China and provide the bank account details to the Employer
and/or the Company so that the proceeds may be deposited into this account.
If the proceeds are paid to the Optionee in local currency, the Optionee agrees to bear any currency fluctuation risk between the time Shares are sold
and the time the sale proceeds are distributed through any such special exchange account.
Method of Exercise
The Optionee acknowledges that due to regulatory requirements, and notwithstanding any terms or conditions of the Plan or the Agreement to the
contrary, Optionees residing in mainland China will be restricted to the cashless sell-all method of exercise with respect to their Options. To
complete a cashless sell-all exercise, the Optionee understands that the Optionee needs to instruct the broker to: (i) sell all of the purchased Shares
issued upon exercise; (ii) use the proceeds to pay the Exercise Price, brokerage fees and any applicable Tax Related-Items; and (iii) remit the
balance in cash to the Optionee. In the event of changes in regulatory requirements, the Company reserves the right to eliminate the cashless sell-all
method of exercise requirement and, in its sole discretion, to permit cash exercises, cashless sell-to-cover exercises or any other method of exercise
and payment deemed appropriate by the Company.
Exchange Control Notice Applicable to Optionees in the PRC
If the Optionee is a local national of the PRC, the Optionee understands that exchange control restrictions may limit the Optionee’s ability to access
and/or convert funds received under the Plan, particularly if these amounts exceed US$50,000. The Optionee should confirm the procedures and
requirements for withdrawals and conversions of foreign currency with his or her local bank prior to the Option exercise.
The Optionee agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance
with exchange control requirements in the PRC.
COLOMBIA
Labor Law Acknowledgement
The following provision supplements Section 18 of the Agreement:
The Optionee acknowledges that pursuant to Article 15 of Law 50/1990 (Article 128 of the Colombian Labor Code), the Plan, the Option, the
underlying Shares, and any other amounts or payments granted or realized from participation in the Plan do not constitute a component of the
Optionee’s “salary” for any purpose. To this extent, they will not be included and/or considered for purposes of calculating any and all labor
benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions or any other labor-related amount which
may be payable.
Securities Law Notice
The Shares are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores),
and therefore, the Shares cannot be offered to the public in Colombia. Nothing in the Agreement shall be construed as making a public offer of
securities, or the promotion of financial products in Colombia.
Exchange Control Notice
Foreign investments must be registered with the Central Bank of Colombia (Banco de la República). Upon the subsequent sale or other disposition
of investments held abroad, the registration with the Central Bank must be canceled, the proceeds from the sale or other disposition of the Shares
must be repatriated to Colombia and the appropriate Central Bank form must be filed (usually with the Optionee’s local bank). The Optionee
acknowledges that he or she personally is responsible for complying with Colombian exchange control requirements.
Foreign Asset/Account Reporting Information
An annual informative return must be filed with the Colombian Tax Office detailing any assets held abroad (including the Shares acquired under
the Plan). If the individual value of any of these assets exceeds a certain threshold, each asset must be described (e.g., its nature and its value) and
the jurisdiction in which it is located must be disclosed. The Optionee acknowledges that he or she personally is responsible for complying with
this tax reporting requirement.
CROATIA
Exchange Control Notice
The Optionee must report any financial investments (including Shares acquired under the Plan) to the Croatian National Bank for statistical
purposes. However, because exchange control regulations may change without notice, the Optionee should consult with his or her legal advisor to
ensure compliance with current regulations. The Optionee acknowledges that he or she personally is responsible for complying with Croatian
exchange control laws.
CZECH REPUBLIC
Exchange Control Notice
Upon request of the Czech National Bank (the “CNB”), the Optionee may need to report the following to the CNB: foreign direct investments,
financial credits from abroad, investment in foreign securities and associated collection and payments (Shares and proceeds from the sale of Shares
may be included in this reporting requirement). Even in the absence of a request from the CNB, the Optionee may need to report foreign direct
investments with a value of CZK 2,500,000 or more in the aggregate and/or other foreign financial assets with a value of CZK 200,000,000 or more.
Because exchange control regulations change frequently and without notice, the Optionee should consult his or her personal legal advisor prior to
the exercise of the Option and the subsequent sale of Shares to ensure compliance with current regulations. It is the Optionee’s responsibility to
comply with Czech exchange control laws, and neither the Company nor any Subsidiary will be liable for any resulting fines or penalties.
DENMARK
Danish Stock Option Act
Notwithstanding anything in this Agreement to the contrary, the treatment of the Option upon the Optionee’s termination of employment with the
Company or an Eligible Subsidiary, as applicable, shall be governed by the Danish Stock Option Act, as in effect at the time of the Optionee’s
termination (as determined by the Committee in its discretion in consultation with leagal counsel). By accepting the Option, the Optionee
acknowledges that he or she has received a Danish translation of an Employer Statement, which is being provided to comply with the Danish Stock
Option Act.
Foreign Asset/Account Reporting Information
The establishment of an account holding Shares or an account holding cash outside Denmark must be reported to the Danish Tax Administration.
The form which should be used in this respect may be obtained from a local bank.
The requirement to report certain information to the Danish Tax Administration via Form V or K was eliminated effective January 1, 2019.
However, the Optionee must still report the foreign bank/broker accounts and their deposits, and Shares held in a foreign bank or broker in his or her
tax return under the section on foreign affairs and income.
ECUADOR
Foreign Asset/Account Reporting Information
The Optionee will be responsible for including any Options that are exercised during the previous fiscal year in his or her annual Net Worth
Declaration if his or her net worth exceeds the thresholds set forth in the law.
FINLAND
None.
FRANCE
Type of Grant
The Option is not intended to qualify for the special tax and social security treatment in France under Section L. 225-177 to L. 225-186-1 of the
French Commercial Code, as amended.
Consent to Receive Information in English
By accepting the Option, the Optionee confirms having read and understood the Plan, the Notice of Grant, the Agreement and this Addendum,
including all terms and conditions included therein, which were provided in the English language. The Optionee accepts the terms of those
documents accordingly.
Consentement afin de Recevoir des Informations en Anglais
En acceptant les Options d’Achat d’Actions, le Bénéficiaire confirme avoir lu et compris le Plan, la Notification d’Attribution, le Contrat et la
présente Annexe A, en ce compris tous les termes et conditions y relatifs, qui ont été fournis en langue anglaise. Le Bénéficiaire accepte les
dispositions de ces documents en connaissance de cause.
Tax Information
The Options granted under the Agreement are not intended to be a tax-qualified Options.
Foreign Asset/Account Reporting Information
The Optionee may hold any Shares acquired under the Plan, any sales proceeds resulting from the sale of Shares or any dividends paid on such
Shares outside of France, provided the Optionee declares all foreign accounts, whether open, current, or closed, in his or her income tax return.
Failure to complete this reporting triggers penalties for the resident. Further, French residents with foreign account balances exceeding prescribed
amounts may have additional monthly reporting obligations.
GERMANY
Exchange Control Notice
Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). In case of payments in
connection with securities (including proceeds realized upon the sale of Shares or the receipt of dividends), the report must be made by the 5th day
of the month following the month in which the payment was received. The form must be filed electronically and the form of report (“Allgemeine
Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The
Optionee acknowledges that he or she personally is responsible for complying with applicable reporting requirements.
HONG KONG
Sale Restriction
Shares received at exercise are accepted as a personal investment. If, for any reason, the Option vests and becomes exercisable and the Option is
exercised and Shares are issued to the Optionee (or the Optionee’s heirs) within six (6) months of the Date of Grant, the Optionee (or the Optionee’s
heirs) agrees that he or she will not dispose of any such Shares prior to the six (6)-month anniversary of the Date of Grant.
Securities Law Notice
WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Optionee is advised to exercise
caution in relation to the offer. If the Optionee is in any doubt about any of the contents of this document, the Optionee should obtain independent
professional advice. Neither the offer of Options nor the issuance of Shares upon exercise of the Options constitutes a public offering of securities
under Hong Kong law and is available only to employees of the Company and its Subsidiaries. The Agreement, including this Addendum, the Plan
and other incidental communication materials distributed in connection with the Options (i) have not been prepared in accordance with and are not
intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong and (ii) are
intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.
Nature of Scheme
The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes
Ordinance.
HUNGARY
None.
INDIA
Method of Exercise
The Optionee acknowledges that due to regulatory requirements, and notwithstanding any terms or conditions of the Plan or the Agreement to the
contrary, if the Optionee resides in India, the Optionee will be restricted to the cashless sell-all method of exercise with respect to their Options. To
complete a cashless sell-all exercise, the Optionee understands that the Optionee needs to instruct the broker to: (i) sell all of the purchased Shares
issued upon exercise; (ii) use the proceeds to pay the Exercise Price, brokerage fees and any applicable Tax Related-Items; and (iii) remit the
balance in cash to the Optionee. In the event of changes in regulatory requirements, the Company reserves the right to eliminate the cashless sell-all
method of exercise requirement and, in its sole discretion, to permit cash exercises, cashless sell-to-cover exercises or any other method of exercise
and payment deemed appropriate by the Company.
Exchange Control Notice
The Optionee must repatriate any proceeds from the sale of Shares and any cash dividends acquired under the Plan to India and convert the proceeds
into local currency within a certain period of the receipt (90 days for sale proceeds and 180 days for dividend payments, or within such other period
of time as may be required under applicable regulations and to convert the proceeds into local currency). The Optionee will receive a foreign inward
remittance certificate (“FIRC”) from the bank where the Optionee deposits the foreign currency. The Optionee should maintain the FIRC as
evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.
It is the Optionee’s responsibility to comply with exchange control laws in India, and neither the Company nor the Employer will be liable for any
fines or penalties resulting from the Optionee’s failure to comply with applicable local laws.
Foreign Asset/Account Reporting Information
The Optionee is required to declare foreign bank accounts and any foreign financial assets (including Shares held outside India) in his or her annual
tax return. It is the Optionee’s responsibility to comply with this reporting obligation and the Optionee should consult with his or her personal tax
advisor in this regard as significant penalties may apply in the case of non-compliance.
INDONESIA
Language Consent
A translation of the documents relating to this grant into Bahasa Indonesia can be provided to the Optionee upon request to 200 S. Kraemer Blvd.,
Building E, Brea California 92821, Attentiion: Corporate Secretary. By accepting the Option, the Optionee (i) confirms having read and understood
the documents relating to the Options (i.e., the Plan and the Agreement) which were provided in the English language, (ii) accepts the terms of those
documents accordingly, and (iii) agrees not to challenge the validity of this document based on Law No. 24 of 2009 on National Flag, Language,
Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued).
Persetujuan Bahasa
Terjemahan dari dokumen-dokumen terkait dengan pemberian ini ke Bahasa Indonesia dapat disediakan untuk Peserta berdasarkan permintaan
kepada Envista’s Corporate Compensation department. Dengan menerima Pemberian, Peserta (i) memberikan konfirmasi bahwa anda telah
membaca dan memahami dokumen-dokumen berkaitan dengan Pemberian ini (yaitu, Program dan Perjanjian) yang disediakan dalam Bahasa
Inggris, (ii) menerima persyaratan di dalam dokumen-dokumen tersebut, dan (iii) setuju untuk tidak mengajukan keberatan atas keberlakuan dari
dokumen ini berdasarkan Undang-Undang No. 24 Tahun 2009 tentang Bendera, Bahasa dan Lambang Negara serta Lagu Kebangsaan ataupun
Peraturan Presiden sebagai pelaksanaannya (ketika diterbitkan).
Exchange Control Notice
Indonesian residents repatriating funds (e.g., remittance of proceeds from the sale of Shares into Indonesia) into Indonesia, the Indonesian bank
through which the transaction is made will submit a report of the transaction to the Bank of Indonesia. For transactions of USD10,000 or more (or
its equivalent in other currency), a more detailed description of the transaction must be included in the report and the Optionee may be required to
provide information about the transaction to the bank in order to complete the transaction. For foreign currency transactions exceeding USD25,000,
the underlying document of that transaction will have to be submitted to the relevant local bank.
IRELAND
Director Notification Obligation
If the Optionee is an Irish resident and is or becomes a director, shadow director or secretary of an Irish subsidiary of the Company, the Optionee is
required to notify such Irish subsidiary in writing if he or she receives or disposes an interest exceeding 1% of the Company's share capital (e.g.,
Options, Shares) or if the Optionee becomes aware of an event giving rise to the notification requirement. This notification requirement also applies
with respect to the interests of the Optionee's spouse or children under the age of 18 (whose interests will be attributed to the Optionee).
ISRAEL
Type of Grant
The Options are not intended to qualify for favorable tax treatment in Israel under Section 102 of the Income Tax Ordinance (New Version) – 1961.
Mandatory Cashless Exercise Restriction
To facilitate compliance with local tax requirements, the Optionee agrees to exercise the Option using the cashless sell-all exercise method whereby
all Shares subject to the exercised Option will be sold immediately upon exercise and the proceeds of sale, less the Exercise Price, any Tax-Related
Items and broker’s fees or commissions, will be remitted to the Optionee in accordance with any applicable exchange control laws and regulations.
The Optionee will not be permitted to hold Shares after exercise. The Optionee further agrees that the Company is authorized to instruct its
designated broker to assist with the mandatory cashless sell-all exercise of such Options (on the Optionee’s behalf pursuant to this authorization)
and the Optionee expressly authorizes the Company’s designated broker to complete the cashless sell-all exercise. The Optionee acknowledges that
the Company’s designated broker is under no obligation to arrange for the cashless sell-all exercise at any particular price. Upon the cashless sell-all
exercise, the Company agrees to pay the Optionee the cash proceeds from the sale, less any brokerage fees or commissions and subject to any
obligation to satisfy the Tax-Related Items.
The Optionee further agrees that any Shares to be issued to the Optionee shall be deposited directly into an account with the Company’s designated
broker. The deposited Shares shall not be transferable (either electronically or in certificate form) from the brokerage account. This limitation shall
apply both to transfers to different accounts with the same broker and to transfers to other brokerage firms. The limitation shall apply to all Shares
issued to the Optionee under the Plan, whether or not the Optionee remains employed by the Company or any Eligible Subsidiary.
Electronic Delivery
The following provision supplements Section 13 of the Agreement.
To the extent required pursuant to Israeli tax law, the Optionee consents and agrees to deliver hard-copy written notices and/or actual copies of any
notices or confirmations provided by the Optionee related to his or her participation in the Plan.
Data Privacy
The following provision supplements Section 14 of the Agreement:
Without derogating from the scope of Section 14 of the Agreement, the Optionee hereby explicitly consents to the transfer of Data between the
Company and a designated Plan broker, including any requisite transfer of such Data outside of the Optionee’s country and further transfers
thereafter as may be required to a broker or other third party.
Securities Law Information
This grant does not constitute a public offering under the Securities Law, 1968.
ITALY
Plan Document Acknowledgement
In accepting the Option, the Optionee acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan and
the Agreement, (including this Addendum), in their entirety and fully understands and accepts all provisions of the Plan and the Agreement,
(including this Addendum).
The Optionee further acknowledges that he or she has read and specifically and expressly approves the following paragraphs of the Agreement:
Section 8: Tax Obligations; Section 17: Governing Law and Venue; Section 18: Nature of Option; Section 26: Addendums; Section 27: Imposition
of Other Requirements; Section 28: Recoupment; and the Data Privacy section above.
Method of Exercise
The Optionee acknowledges that due to regulatory requirements, and notwithstanding any terms or conditions of the Plan or the Agreement to the
contrary, if the Optionee resides in Italy, the Optionee will be restricted to the cashless sell-all method of exercise with respect to their Options. To
complete a cashless sell-all exercise, the Optionee understands that the Optionee needs to instruct the broker to: (i) sell all of the purchased Shares
issued upon exercise; (ii) use the proceeds to pay the Exercise Price, brokerage fees and any applicable Tax Related-Items; and (iii) remit the
balance in cash to the Optionee. In the event of changes in regulatory requirements, the Company reserves the right to eliminate the cashless sell-all
method of exercise requirement and, in its sole discretion, to permit cash exercises, cashless sell-to-cover exercises or any other method of exercise
and payment deemed appropriate by the Company.
Foreign Asset/Account Reporting Information
Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Shares) which may generate income
taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are
held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of
foreign financial assets under Italian money laundering provisions. Italian residents should consult with their personal tax advisor to determine their
personal reporting obligations.
Foreign Asset Tax
The value of any Shares (and other financial assets) held outside Italy by individuals resident of Italy may be subject to a foreign asset tax. The
taxable amount will be the fair market value of the financial assets
(e.g., Shares) assessed at the end of the calendar year. The value of financial assets held abroad must be reported in Form RM of the annual return.
The Optionee should consult his or her personal tax advisor for additional information on the foreign asset tax.
JAPAN
Exchange Control Notice
If the Optionee acquires Shares valued at more than ¥100,000,000 in a single transaction, the Optionee must file a Securities Acquisition Report
with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of the Shares.
In addition, if the Optionee pays more than ¥30,000,000 in a single transaction for the purchase of Shares when the Optionee exercises the Option,
the Optionee must file a Payment Report with the Ministry of Finance through the Bank of Japan by the 20th day of the month following the month
in which the payment was made. The precise reporting requirements vary depending on whether or not the relevant payment is made through a bank
in Japan.
A Payment Report is required independently from a Securities Acquisition Report. Therefore, if the total amount that the Optionee pays upon a one-
time transaction for exercising the Option and purchasing Shares exceeds ¥100,000,000, then the Optionee must file both a Payment Report and a
Securities Acquisition Report.
Foreign Asset/Account Reporting Information
The Optionee will be required to report details of any assets held outside of Japan as of December 31st (including any Shares acquired under the
Plan) to the extent such assets have a total net fair market value exceeding ¥50,000,000. Such report will be due by March 15th each year. The
Optionee should consult with his or her personal tax advisor as to whether the reporting obligation applies to the Optionee and whether the Optionee
will be required to include details of any outstanding Option or Shares held by the Optionee in the report.
KOREA
Exchange Control Notice
If the Optionee realizes US$500,000 or more from the sale of Shares or the receipt of any dividends with respect to options granted prior to July 18,
2017, Korean exchange control laws may require the Optionee to repatriate the proceeds back to Korea within three (3) years of the sale/receipt.
Foreign Asset/Account Reporting Information
Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts) to the Korean tax authority and
file a report with respect to such accounts in June of the following year if the monthly balance of such accounts exceeds KRW 500 million (or an
equivalent amount in foreign currency) on any month-end date during a calendar year. The Optionee should consult with his/her personal tax advisor
to determine his or her personal reporting obligations.
LUXEMBOURG
None.
MALAYSIA
Director Notification
If the Optionee is a director of an Eligible Subsidiary in Malaysia, the Optionee is subject to certain notification requirements under the Malaysian
Companies Act, 2016. Among these requirements is an
obligation to notify the Eligible Subsidiary in Malaysia in writing when the Optionee receives an interest (e.g., Options, Shares) in the Company or
any related companies. In addition, the Optionee must notify the Eligible Subsidiary in Malaysia when he or she sells Shares of the Company or any
related company (including when the Optionee sells Shares acquired under the Plan) This notification must be made within fourteen (14) days of
acquiring or disposing of any interest in the Company or any related company.
MEXICO
Labor Law Acknowledgement
This provision supplements Section 18 of the Agreement.
By accepting the Options, the Optionee acknowledges that he or she understands and agrees that: (i) the Option is not related to the salary and other
contractual benefits granted to the Optionee by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or
impairment of the terms and conditions of employment.
Policy Statement
The grant of the Option the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute
right to amend it and discontinue it at any time without any liability.
The Company, with registered offices at 200 S. Kraemer Blvd., Building E, Brea California 92821, is solely responsible for the administration of the
Plan. Participation in the Plan and, the acquisition of Shares under the Plan does not, in any way establish an employment relationship between the
Optionee and the Company since the Optionee is participating in the Plan on a wholly commercial basis and the Optionee’s sole employer is the
Subsidiary employing the Optionee, as applicable, nor does it establish any rights between the Optionee and the Employer.
Plan Document Acknowledgment
By participating in the Plan, the Optionee acknowledges that he or she has received copies of the Plan and the Agreement, has reviewed the Plan and
the Agreement in their entirety and fully understands and accept all provisions of the Plan and the Agreement.
In addition, by participating in the Plan, the Optionee further acknowledges that he or she has read and specifically and expressly approves the terms
and conditions in Section 18 of the Agreement, in which the following is clearly described and established: (i) participation in the Plan does not
constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation
in the Plan is voluntary; and (iv) the Company and its Subsidiaries are not responsible for any decrease in the value of the Shares underlying the
Option.
Finally, the Optionee hereby declares that he or she does not reserve any action or right to bring any claim against the Company for any
compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Employer and the Company and
its Subsidiaries with respect to any claim that may arise under the Plan.
Spanish Translation
Reconocimiento de la Ley Laboral
Esta disposición complementan la sección 18 de Acuerdo:
Al Acpetar la Opción, la persona que recibe la opción manifiesta que entiende y acuerda que: (i) la Opción no se encuentra relacionada con el
salario ni con otras prestaciones contractuales concedidas a
la persona que recibe la opciónpor parte del patrón; y (ii) cualquier modificación del Plan o su terminación no constituye un cambio o detrimento
en los términos y condiciones de empleo.
Declaración de Política
La concesión de la Opción que hace la Compañía bajo el Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho
absoluto de modificar y discontinuar el mismo en cualquier momento, sin ninguna responsabilidad.
La Compañía, con oficinas registradas ubicadas en 200 S. Kraemer Blvd., Building E, Brea California 92821, es la única responsable de la
administración del Plan. La participación en el Plan y la adquisición de Acciones no establece de forma alguna, una relación de trabajo entre
quien recibe la opción y la Compañía, ya que la participación en el Plan por parte de quien recibe la opción es completamente comercial y el único
patrón es Subsidiaria que esta contratando a quien recibe la opción, en caso de ser aplicable, así como tampoco establece ningún derecho entre
quien recibe la opción y el patrón.
Reconocimiento del Plan de Documentos
Al aceptar la opción, quien recibe la misma reconoce que ha recibido copias del Plan y del Acuerdo, que ha revisado en su totalidad tanto el Plan
como el Acuerdo y, que ha entendido y aceptado las disposiciones contenidas en el Plan y en el Acuerdo.
Adicionalmente, al firmar el Acuerdo, quien recive la opción reconoce que ha leído, y que aprueba específica y expresamente los términos y
condiciones contenidos en la sección 18 del Acuerdo, en la cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación en
el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Compañía de forma enteramente
discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía, así como sus Subsidiarias no son responsables por cualquier
detrimento en el valor de las Acciones en relación con la Opción.
Finalmente, por medio de la presente, quien recibe la opción declara que no se reserva ninguna acción o derecho para interponer una demanda en
contra de la Compañía por compensación, daño o perjuicio alguno como resultado de la participación en el Plan y en consecuencia, otorga el más
amplio finiquito a su patrón, así como a la Compañía, a sus Subsidiarias con respecto a cualquier demanda que pudiera originarse en virtud del
Plan.
NETHERLANDS
None.
NORWAY
None.
POLAND
Foreign Asset/Account Reporting Information
Polish residents holding foreign securities (e.g., Shares) and/or maintaining accounts abroad are obligated to file quarterly reports with the National
Bank of Poland incorporating information on transactions and balances of the securities and cash deposited in such accounts if the value of such
securities and cash (when combined with all other assets held abroad) exceeds PLN 7,000,000.
Exchange Control Notice
Polish residents are also required to transfer funds through a bank account in Poland if the transferred amount in any single transaction exceeds a
specified threshold (currently EUR 15,000). Polish residents
are required to store documents connected with foreign exchange transactions for a period of five years from the date the exchange transaction was
made.
PORTUGAL
Language Consent
The Optionee hereby expressly declares that he or she is proficient in the English language and has read, understood and fully accepts and agrees
with the terms and conditions established in the Plan and the Agreement.
Conhecimento da Lingua
O Participante, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e
livremente aceitou e concordou com os termos e condições estabelecidas no Plano e do Contrato.
Exchange Control Notice
If the Optionee is a Portuguese resident and holds Shares after exercise of the Option, the acquisition of the Shares should be reported to the Banco
de Portugal for statistical purposes. If the Shares are deposited with a commercial bank or financial intermediary in Portugal, such bank or financial
intermediary will submit the report on the Optionee’s behalf. If the Shares are not deposited with a commercial bank or financial intermediary in
Portugal, The Optionee is responsible for submitting the report to the Banco de Portugal, unless the Optionee engages a Portuguese financial
intermediary to file the reports on his or her behalf.
RUSSIA
Labor Law Acknowledgement
The Optionee understands that if the Optionee continues to hold the Shares acquired under the Plan after an involuntary termination of employment,
the Optionee will be ineligible to receive unemployment benefits in Russia.
Foreign Asset/Account Reporting Information
The Optionee is required to report the opening, closing or change of details of any foreign bank account to Russian tax authorities within one month
of opening, closing or change of details of such account. The Optionee is also required to report (i) the beginning and ending balances in such a
foreign bank account each year and (ii) transactions related to such a foreign account during the year to the Russian tax authorities, on or before
June 1 of the following year. The tax authorities may require supporting documents related to transactions in such foreign bank accounts. The
Optionee should consult his or her personal tax advisor to determine and ensure compliance with his or her foreign asset/account reporting
obligations. As of January 1, 2020, the Optionee also will be required to report his or her foreign brokerage accounts and foreign accounts with other
financial institutions (financial market organizations). Certain specific exceptions from the reporting requirements may apply.
Anti-Corruption Legislation Information
Individuals holding public office in Russia, as well as their spouses and dependent children, may be prohibited from opening or maintaining a
foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly, in a foreign company (including the Shares
acquired under the Plan). The Optionee should consult with his or her personal legal advisor to determine whether this restriction applies to the
Optionee’s circumstances.
Data Privacy. This data privacy consent replaces Section 14 of the Agreement:
1. Purposes for processing of the Personal Data
1. Цели обработки Персональных данных
1.1.
Granting to the Optionee restricted share units or rights to
purchase shares of common stock.
1.1.
Предоставление
Субъектам
персональных
да
ограниченных прав на акции (Option) или прав пок
обыкновенных акций.
1.2.
Compliance with the effective Russian Federation laws;
1.2.
Соблюдение действующего законодательства Росси
Федерации;
2. The Optionee hereby grants consent to processing of the
personal data listed below
2. Субъект персональных данных настоящим дает соглас
обработку перечисленных ниже персональных данных
2.1.
Last name, first name, patronymic, year, month, date and
place of birth, gender, age, address, citizenship,
information
on
education,
contact
details
(home
address(es), direct office, home and mobile telephone
numbers, e-mail address, etc.), photographs;
2.1.
Фамилия, имя, отчество, год, месяц, дата и м
рождения, пол, возраст, адрес, гражданство, сведен
образовании,
контактная
информация
(домашн
адрес(а), номера прямого офисного, домашнег
мобильного телефонов, адрес электронной почты и
фотографии;
2.2.
Information
contained
in
personal
identification
documents (including passport details), tax identification
number and number of the State Pension Insurance
Certificate, including photocopies of passports, visas,
work permits, drivers licenses, other personal documents;
2.2.
Сведения,
содержащиеся
в
докуме
удостоверяющих личность, в том числе паспор
данные,
ИНН
и
номер
страхового
свидетел
государственного пенсионного страхования, в том ч
фотокопии паспортов, виз, разрешений на ра
водительских удостоверений, других личных докуме
2.3.
Information on employment, including the list of duties,
information on the current and former employers,
information on promotions, disciplinary sanctions,
transfer to other position / work, etc.;
2.3.
Информация о трудовой деятельности, вкл
должностные обязанности, информация о текущ
прежних
работодателях,
сведения
о
повыше
дисциплинарных взысканиях, переводах на др
должность/работу, и т.д.;
2.4.
Information on the Optionee’s salary amount, information
on salary changes, on participation in employer benefit
plans and programs, on bonuses paid, etc.;
2.4.
Информация
о
размере
заработной
п
Субъекта персональных данных, данные об измен
заработной платы, об участии в премиальных систем
программах Работодателя, информация о выплаче
премиях, и т.д.;
2.5.
Information on work time, including hours scheduled for
work per week and hours actually worked;
2.5.
Сведения
о
рабочем
времени,
вкл
нормальную продолжительность рабочего време
неделю и количество фактически отработанного раб
времени;
2.6.
Information
on
potential
membership
of
certain
categories of employees having rights for guarantees and
benefits in accordance with the Russian Federation Labor
Code and other effective legislation;
2.6.
Сведения о принадлежности к определе
категориям
работников,
которым
предоставля
гарантии и льготы в соответствии с Трудовым коде
Российской
Федерации
и
иным
действую
законодательством;
2.7.
Information on the Optionee’s tax status (exempt, tax
resident status, etc.);
2.7.
Информация о налоговом статусе Суб
персональных данных (освобождение от уплаты нал
является ли налоговым резидентом и т.д.);
2.8.
Information on shares of Common Stock or directorships
held by the Optionee, details of all awards or any other
entitlement to shares of Common Stock awarded,
cancelled, exercised, vested, unvested or outstanding;
2.8.
Информация
об
обыкновенных
акциях
членстве в совете директоров Субъекта персонал
данных, обо всех программах вознаграждения или
правах на получение обыкновенных акций, которые
предоставлены, аннулированы, исполнены, погаш
непогашены или подлежат выплате.
2.9.
Any other information, which may become necessary to
the Company in connection with the purposes specified
in Clause 2 above.
2.9.
Любые
иные
данные,
которые
м
потребоваться Операторам в связи с осуществле
целей, указанных в п. 3 выше.
the “Personal Data”
далее – «Персональные данные»
3.1. The Optionee hereby consents to performing the following
operations with the Personal Data:
3.1. Субъект персональных данных настоящим дает согл
на совершение с Персональными данными перечислен
ниже действий:
3.1.1
processing of the Personal Data, including collection,
systematization,
accumulation,
storage,
verification
(renewal, modification), use, dissemination (including
transfer), impersonalizing, blockage, destruction;
3.1.1.
обработка
Персональных
данных,
включая
систематизацию,
накопление,
хранение,
уточн
(обновление,
изменение),
использов
распространение (в том числе передача), обезличив
блокирование, уничтожение персональных данных;
3.1.2
transborder transfer of the Personal Data to оperators
located on the territory of foreign states. The Optionee
hereby confirms that he was notified of the fact that the
recipients of the Personal Data may be located in foreign
states that do not ensure adequate protection of rights of
personal data subjects;
3.1.2.
трансграничная
передача
Персональных
да
операторам
на
территории
любых
иностра
государств. Субъект персональных данных насто
подтверждает, что он был уведомлен о том,
получатели Персональных данных могут находить
иностранных
государствах,
не
обеспечиваю
адекватной
защиты
прав
субъектов
персонал
данных;
3.1.3
including Personal Data into generally accessible sources
of personal data (including directories, address books and
other), placing Personal Data on the Company’s web-
sites on the Internet.
3.1.3.
включение Персональных данных в общедосту
источники
персональных
данных
(в
том
ч
справочники, адресные книги и т.п.), размещ
Персональных данных на сайтах Операторов в
Интернет.
3.2. General description of the data processing methods used by
the Company
3.2. Общее описание используемых Оператором(ами) спо
обработки персональных данных
3.2.1.
When processing the Personal Data, the Company
undertakes the necessary organizational and technical
measures for protecting the Personal Data from unlawful
or accidental access to them, from destruction, change,
blockage, copying, dissemination of Personal Data, as
well as from other unlawful actions.
3.2.1.
При
обработке
Персональных
данных
Опера
принимают необходимые организационные и технич
меры
для
защиты
Персональных
данных
неправомерного
или
случайного
доступа
к
уничтожения, изменения, блокирования, копиров
распространения Персональных данных, а также от
неправомерных действий.
3.2.2.
Processing of the Personal Data by the Company shall be
performed using the data processing methods that ensure
confidentiality of the Personal Data, except where: (1)
Personal Data is impersonalized; and (2) in relation to
publicly available Personal Data; and in compliance with
the established requirements to ensuring the security of
personal data, the requirements to the tangible media of
biometric personal data and to the technologies for
storage of such data outside personal data information
systems in accordance with the effective legislation.
3.2.2.
Обработка
Персональных
данных
Операто
осуществляется при помощи способов, обеспечиваю
конфиденциальность таких данных, за исключе
следующих
случаев:
(1)
в
случае
обезличи
Персональных данных; (2) в отношении общедосту
Персональных данных; и при соблюдении установле
требований к обеспечению безопасности персонал
данных,
требований
к
материальным
носит
биометрических персональных данных и техноло
хранения таких данных вне информационных си
персональных данных в соответствии с действую
законодательством.
4. Term, revocation procedure
4. Срок, порядок отзыва
This Statement of Consent is valid for an indefinite term. The Optionee
may revoke this consent by sending to Company a written notice at least
ninety (90) days in advance of the proposed consent revocation date.
The Optionee agrees that during the specified notice period the
Company is not obliged to cease processing of personal data or to
destroy the personal data of The Optionee.
Настоящее согласие действует в течение неопределенного с
Субъект персональных данных может отозвать настоящее сог
путем
направления
Оператору(ам)
письменног
уведомления(ий) не менее чем за 90 (девяносто) дней
предполагаемой
даты
отзыва
настоящего
согласия.
Су
персональных данных соглашается на то, что в течение указан
срока
Оператор(ы)
не
обязан(ы)
прекращать
обра
персональных данных и уничтожать персональные данные Суб
персональных данных.
Securities Law Notice
The Optionee acknowledges that the Agreement, the grant of the Options, the Plan and all other materials the Optionee may receive regarding
participation in the Plan do not constitute advertising or an offering of securities in Russia, and the Optionee 's acceptance of the Options results in
an agreement between the Company and the Optionee that is completed in the United States and is governed by the laws of the State of Delaware.
Shares to be issued under the Plan have not and will not be registered in Russia, nor will they be admitted for listing on any Russian exchange for
trading within Russia. Thus, the Shares described in any Plan documents may not be offered or placed in public circulation in Russia. In no event
will the Shares to be issued under the Plan be delivered to the Optionee in Russia. All the Shares acquired under the Plan will be maintained on
behalf of the Optionee outside of Russia. The Optionee will not be permitted to sell or otherwise transfer the Shares directly to a Russian legal entity
or resident.
Exchange Control Notice
Under current exchange control regulations in Russia, the Optionee is required to repatriate certain cash amounts received with respect to the
Options (including proceeds from the sale of the Shares) to Russia as soon as the Optionee intends to use those cash amounts for any purpose,
including reinvestment. Such funds must initially be credited to the Optionee through a foreign currency account at an authorized bank in Russia.
After the funds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. As
an express statutory exception to the above-mentioned repatriation rule, cash dividends paid on the Shares can be paid directly to a foreign bank or
brokerage account opened with a bank located in an OECD (Organization for Economic Co-operation and Development) or FATF (Financial Action
Task Force) country. As of January 1, 2018, cash proceeds from the sale of the Shares listed on one of the foreign stock exchanges on the list
provided for by the Russian Federal law “On the Securities Market”, can also be paid directly to a foreign bank or brokerage account opened with a
bank located in an OECD or FATF country. Other statutory exceptions may apply, and the Optionee should consult with his or her personal legal
advisory in this regard.
SAUDI ARABIA
Securities Law Notice
This document may not be distributed in the Kingdom except to such persons as are permitted under the Rules of the Offers of Securities and
Continuing Obligations issued by the Capital Market Authority.
The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any
liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities
offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the
contents of this document you should consult an authorized financial adviser.
SINGAPORE
Securities Law Notice
The grant of the Options is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act
(Chapter 289, 2006 Ed.) (“SFA”) and is not made to the Optionee with a view to the underlying Shares being subsequently offered for sale to any
other party. The Plan has not been, and will not be, lodged or registered as a prospectus with the Monetary Authority of Singapore. The Optionee
should note that the Options are subject to section 257 of the SFA and the Optionee should not make (i) any subsequent sale of the Shares in
Singapore or (ii) any offer of such subsequent sale of the Shares subject to the Option in Singapore, unless such sale or offer is made after six (6)
months from the Date of Grant or pursuant to the exemptions under Part XIII Division 1
Subdivision (4) (other than section 280) of the SFA. The Shares are currently traded on the New York Stock Exchange, which is located outside of
Singapore, under the ticker symbol “NVST” and Shares acquired under the Plan may be sold through this exchange.
Chief Executive Officer and Director Notification Requirement
If the Optionee is the Chief Executive Officer (the “CEO”), or a director, associate director, or shadow director of a Singapore Subsidiary of the
Company, the Optionee is subject to certain notification requirements under the Singapore Companies Act, regardless of whether the Optionee is
resident or employed in Singapore. Among these requirements is an obligation to notify the Singapore Subsidiary in writing when the Optionee
receives an interest (e.g., the Options, Shares, etc.) in the Company of any related company. In addition, the Optionee must notify the Singapore
Subsidiary when the Optionee sells Shares of the Company or any related company (including when the Optionee sells Shares acquired under the
Plan). These notifications must be made within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed
interest (e.g., exercise of the Options or when Shares acquired under the Plan are subsequently sold), or (iii) becoming the CEO / or a director.
SLOVAKIA
None.
SOUTH AFRICA
Tax Obligations
The following provision supplements Section 8(a) of the Agreement.
By accepting the Option, the Optionee agrees to notify the Employer of the amount of any gain realized upon exercise of the Option. If the Optionee
fails to advise the Employer of the gain realized upon exercise of the Option, he or she may be liable for a fine. The Optionee will be responsible for
paying any difference between the actual tax liability and the amount of tax withheld by the Company or Employer.
Securities Law Notice
In compliance with South African securities laws, the documents listed below are available on the following websites:
i.
a copy of the Company’s most recent annual report (i.e., Form 10-K) is available at: https://investors.envistaco.com/sec-filings;
ii.
a copy of the Plan is attached as an exhibit to the Company’s annual report (i.e., Form 10-K) available at https://investors.envista.com/sec-
filings; and
iii. a copy of the Plan Prospectus is available at www.fidelity.com.
A copy of the above documents will be sent to the Optionee free of charge on written request to 200 S. Kraemer Blvd., Building E, Brea California
92821, Attention: Corporate Secretary.
The Optionee should carefully read the materials provided before making a decision whether to participate in the Plan. In addition, the Optionee
should contact his or her tax advisor for specific information concerning the Optionee’s personal tax situation with regard to Plan participation.
Tax Clearance Certificate for Cash Exercises
If the Optionee exercises the Option by a cash purchase exercise, the Optionee is required to obtain and provide to the Employer, or any third party
designated by the Employer or the Company, a Tax Clearance Certificate (with respect to Foreign Investments) bearing the official stamp and
signature of the Exchange
Control Department of the South African Revenue Service (“SARS”). The Optionee must renew this Tax Clearance Certificate each twelve (12)
months or in such other period as may be required by the SARS.
If the Optionee exercises the Option by a cashless exercise whereby no funds are remitted offshore for the purchase of Shares, he or she is not
required to obtain a Tax Clearance Certificate.
Exchange Control Notice
The Options may be subject to exchange control regulations in South Africa. In particular, if the Optionee is a South African resident for exchange
control purposes, he or she is required to obtain approval from the South African Reserve Bank for payments (including payments of proceeds from
the sale of the Shares) that he or she receives into accounts based outside of South Africa (e.g., a U.S. brokerage account). Because exchange control
regulations are subject to change, the Optionee should consult with his or her personal advisor to ensure compliance with current regulations. The
Optionee is responsible for ensuring compliance with all exchange control laws in South Africa.
SPAIN
Nature of Options
This provision supplements Section 18 of the Agreement:
In accepting the grant of Options, the Optionee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan.
The Optionee understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Options under the Plan to
individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into
upon the express assumption and condition that any Options will not economically or otherwise bind the Company or any of its Subsidiaries on an
ongoing basis. Consequently, the Optionee understands that the Option is granted on the assumption and condition that the Option and the Shares
issued upon exercise of the Option shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and
shall not be considered a mandatory benefit, or salary for any purposes (including severance compensation) or any other right whatsoever.
Further, the Optionee understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the
Option will be cancelled without entitlement to any Shares if the Optionee’s employment is terminated for any reason, including, but not limited to:
resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause
(i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation
under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in
its sole discretion, shall determine the date when the Optionee’s employment has terminated for purposes of the Option.
The Optionee understands that this Option grant would not be made to the Optionee but for the assumptions and conditions referred to above; thus,
the Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for
any reason, then any grant of, or right to, the Option shall be null and void.
Exchange Control Notice
The Optionee must declare the acquisition of the Shares to the Dirección General de Comercio e Inversiones (the “DGCI”) of the Ministry of
Economy, Industry and Competitiveness for statistical purposes. The Optionee must also declare ownership of any Shares with the Directorate of
Foreign
Transactions each January while the Shares are owned. In addition, if the Optionee wishes to import the ownership title of the Shares (i.e., share
certificates) into Spain, he or she must declare the importation of such securities to the DGCI. The sale of the Shares must also be declared to the
DGCI by means of a form D-6 filed in January. The form D-6, generally, must be filed within one (1) month after the sale if the Optionee owns
more than 10% of the share capital of the Company or his or her investment exceeds €1,502,530. In addition, the Optionee may be required to
electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including
Shares acquired under the Plan), and any transactions with non-Spanish residents, depending on the balances in such accounts together with the
value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.
Securities Law Notice
No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the
Options. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Options have not, nor will they
be, registered with the Comisión Nacional del Mercado de Valores, and none of those documents constitutes a public offering prospectus.
Foreign Asset/Account Reporting Information
To the extent the Optionee holds rights or assets (e.g., cash or the Shares held in a bank or brokerage account) outside of Spain with a value in
excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which the Optionee sells or disposes of
such right or asset), the Optionee is required to report information on such rights and assets on his or her tax return for such year. After such rights
or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets
increases by more than €20,000 per type of right or asset as of each subsequent December 31, or if the Optionee sells Shares or cancel bank
accounts that were previously reported. Failure to comply with this reporting requirement may result in penalties to the Spanish residents.
In addition, the Optionee may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held
abroad), any foreign instruments (including Shares acquired under the Plan), and any transactions with non-Spanish residents (including any
payments of Shares made pursuant to the Plan), depending on the balances in such accounts together with the value of such instruments as of
December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.
Spanish residents should consult with their personal tax and legal advisors to ensure compliance with their personal reporting obligations.
SWEDEN
None.
SWITZERLAND
Securities Law Notice
Neither this document nor any other materials relating to the Options (i) constitutes a prospectus according to article 35 et seq. of the Swiss Federal
Act on Financial Services ("FinSA"), (ii) may be publicly distributed nor otherwise made publicly available in Switzerland to any person other than
an employee of the Company, or (iii) has been or will be filed with, approved or supervised by any Swiss
reviewing body according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority
(FINMA).
TAIWAN
Data Privacy
The Optionee acknowledges that he or she has read and understands the terms regarding collection, processing and transfer of personal data
contained in Section 14 of the Agreement and agrees that, upon request of the Company or the Employer, the Optionee will provide any executed
data privacy consent form to the Employer or the Company (or any other agreements or consents that may be required by the Employer or the
Company) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in Optionee’s country, either now or in
the future. The Optionee understands he or she will not be able to participate in the Plan if the Optionee fails to execute any such consent or
agreement.
Securities Law Notice
The offer of participation in the Plan is available only for employees of the Company and its Subsidiaries. The offer of participation in the Plan is
not a public offer of securities by a Taiwanese company.
Exchange Control Notice
If the Optionee is a resident of Taiwan, he or she may acquire foreign currency, and remit the same out of or into Taiwan, up to US$5,000,000 per
year without justification. If the transaction amount is TWD$500,000 or more in a single transaction, the Optionee must submit a Foreign Exchange
Transaction Form to the remitting bank. If the transaction amount is US$500,000 or more in a single transaction, the Optionee may be required to
provide additional supporting documentation to the satisfaction of the remitting bank.
THAILAND
Exchange Control Notice
Thai residents realizing US$50,000 or more in a single transaction from the sale of Shares or the payment of dividends are required to repatriate the
funds to Thailand immediately following the receipt of the funds and to then either convert such repatriated funds into Thai Baht or deposit the
funds into a foreign currency account opened with any commercial bank in Thailand within 360 days of repatriation. Any such commercial bank
must be duly authorized by the Bank of Thailand to engage in the purchase, exchange and withdrawal of foreign currency. Further, for repatriated
funds of US$50,000 or more, the Optionee must specifically report the inward remittance by submitting the Foreign Exchange Transaction Form to
an authorized agent, i.e., a commercial bank authorized by the Bank of Thailand to engage in the purchase, exchange and withdrawal of foreign
currency.
If the Optionee does not comply with this obligation, the Optionee may be subject to penalties assessed by the Bank of Thailand. Because exchange
control regulations change frequently and without notice, the Optionee should consult a legal advisor before selling Shares to ensure compliance
with current regulations. It is the Optionee’s responsibility to comply with exchange control laws in Thailand, and neither the Company nor any
Subsidiary will be liable for any fines or penalties resulting from Optionee’s failure to comply with applicable laws.
TURKEY
Securities Law Notice
Under Turkish law, the Optionee is not permitted to sell Shares acquired under the Plan in Turkey. The Shares are currently traded on the New York
Stock Exchange under the ticket symbol “NVST” and the Shares may be sold through this exchange.
Exchange Control Notice
If the Optionee remits funds out of Turkey in order to exercise the Options, the Optionee must remit such funds through a licensed financial
intermediary institution in Turkey.
In certain circumstances, Turkish residents are permitted to sell Shares traded on a non-Turkish stock exchange only through a financial
intermediary licensed in Turkey. Therefore, Turkish residents may be required to appoint a Turkish broker to assist with the sale of the Shares
acquired under the Plan. The Optionee should consult his or her personal legal advisor before selling any Shares acquired under the Plan to confirm
the applicability of this requirement.
UNITED ARAB EMIRATES
Securities Law Notice
The Agreement, the Plan, and other incidental communication materials related to the Options are intended for distribution only to employees of the
Company and its Subsidiaries for the purposes of an incentive scheme.
The Emirates Securities and Commodities Authority and Central Bank have no responsibility for reviewing or verifying any documents in
connection this statement. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved this statement nor
taken steps to verify the information set out in it, and have no responsibility for it. The securities to which this statement relates may be illiquid
and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the
securities.
If the Optionee does not understand the contents of the Agreement, including this Addendum, or the Plan, the Optionee should obtain independent
professional advice.
UNITED KINGDOM
Tax Obligations
This provision supplements Section 8 of the Agreement:
Without limitation to Section 8 of the Agreement, the Optionee hereby agrees that the Optionee is liable for all Tax Related-Items and hereby
covenants to pay all such Tax Related-Items, as and when requested by the Company, or if different, the Employer, or by Her Majesty’s Revenue &
Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Optionee also hereby agrees to indemnify and keep
indemnified the Company and, if different, the Employer, against any Tax Related-Items that they are required to pay or withhold, or have paid or
will pay to HMRC (or any other tax authority or any other relevant authority) on the Optionee’s behalf.
Notwithstanding the foregoing, if the Optionee is a director or executive officer of the Company (within the meaning of Section 13(k) of the
Exchange Act), the Optionee may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or
paid by the Optionee, as it may be considered a loan. In this case, the amount of any uncollected amounts may constitute a benefit to the Optionee
on which additional income tax and National Insurance Contributions may be payable. The Optionee will be responsible for reporting and paying
any income tax due on this additional
benefit directly to HMRC under the self-assessment regime and for paying the Company or the Employer for the value of any National Insurance
Contributions due on this additional benefit, which the Company or the Employer may recover by any of the means referred to in Section 8 of the
Agreement.
* * * * *
ADDENDUM C
PERSONAL DATA (PRIVACY) ORDINANCE
PERSONAL INFORMATION COLLECTION STATEMENT – HONG KONG
As part of its responsibilities in relation to the collection, holding, processing or use of the personal data of employees under the Personal Data
(Privacy) Ordinance, Envista Holdings Corporation and its subsidiaries (the “Company”) and the Optionee’s Hong Kong employer, as applicable,
(the “Hong Kong Employer”) hereby is providing the Optionee with the following information.
Purpose
From time to time, it is necessary for the Optionee to provide the Company and the Hong Kong Employer with the Optionee’s personal data for
purposes related to the Optionee’s employment and the grant of equity compensation awards by the Company to the Optionee under the Plan, as
amended and restated and any other equity compensation plan that may be established by the Company (collectively, the “Plan”), as well as
managing the Optionee’s ongoing participation in the Plan and for other purposes directly relating thereunder.
Transfer of Personal Data
Personal data will be kept confidential but, subject to the provisions of any applicable law, may be:
Made available to appropriate persons at the Company around the world (and the Optionee hereby consents to the transfer of the Optionee’s
data outside of Hong Kong);
Supplied to any agent, contractor or third party who provides administrative or other services to the Company and/or the Hong Kong
Employer or elsewhere and who has a duty of confidentiality (examples of such persons include, but are not limited to, any third party
brokers or administrators engaged by the Company in relation to the Plan, external auditors, trustees, insurance companies, actuaries and
any consultants/agents appointed by the Company and/or the Hong Kong Employer to plan, provide and/or administer employee benefits
and awards granted under the Plan);
Disclosed to any government departments or other appropriate governmental or regulatory authorities in Hong Kong or elsewhere such as the
Inland Revenue Department and the Labour Department;
Made available to any actual or proposed purchaser of all or part of the business of the Company or the Hong Kong Employer, in the case of
any merger, acquisition or other public offering, the purchaser or subscriber for shares in the Company or the Hong Kong Employer; and
Made available to third parties in the form of marketing materials and/or directories identifying the names, office telephone numbers, email
addresses and/or other contact information for key officers, senior employees and their secretaries, assistants and support staff of the
Company or the Hong Kong Employer for promotional and administrative purposes.
Transfer of the Optionee’s personal data in connection with the Plan will only be made for one or more of the purposes specified above.
Access and Correction of Personal Data
Under the Personal Data (Privacy) Ordinance, the Optionee has the right to ascertain whether the Hong Kong Employer holds the Optionee’s
personal data, to obtain a copy of the data, and to correct any data that is inaccurate. The Optionee may also request the Hong Kong Employer to
inform the Optionee of the type of personal data that it holds.
Requests for access and correction or for information regarding policies and practices and kinds of data in connection with the Plan should be
addressed in writing to: 200 S. Kraemer Blvd., Building E, Brea California 92821, Attention: Compensation Department.
A small fee may be charged to offset our administrative costs in complying with the Optionee’s access requests.
Nothing in this statement shall limit the rights of the Optionee under the Personal Data (Privacy) Ordinance.
The Optionee’s signature set forth on the signature page of this Agreement represents the Optionee’s acknowledgement of the terms contained
herein.
* * * *
Exhibit 10.9
ENVISTA HOLDINGS CORPORATION AND ITS AFFILIATED ENTITIES AGREEMENT REGARDING FAIR
COMPETITION AND
PROTECTION OF PROPRIETARY INTERESTS
I understand that I am or will be employed by Envista Holdings Corporation, a Delaware corporation, or one of its subsidiaries or
affiliated entities (the “Company”). This Agreement Regarding Fair Competition and Protection of Proprietary Interests (“Agreement”) is
between me, the undersigned employee, and the Company. In consideration of (i) my employment or continued employment; (ii) the promise to
provide me Confidential Information as described below; (iii) the ability to participate in Company-sponsored programs or plans; and/or (iv)
other good and valuable consideration provided to me, I agree to the following restrictions, which I acknowledge are reasonable and necessary to
protect the Company’s legitimate business interests.
1.
Definitions. For the purposes of this Agreement, the following terms shall have the following meanings, except as otherwise set forth in
Section 28 of this Agreement.
(a)
“Competing Products” means (i) products or services similar to or competitive with the products or services sold by the
Company for which I had any responsibility during the Pre-Termination Period and (ii) products or services similar to or competitive with
any prospective product or service the Company took steps to develop and for which I had any responsibility during the Pre-Termination
Period.
(b)
“Confidential Information” means any information (in whatever form and whether or not recorded in any media and
whether or not it constitutes a Trade Secret) which is not generally known to the public, and which (a) is generated or collected by or
utilized in the operations of the Company and relates to the actual or anticipated business or research or development of the Company or
the Company’s actual or prospective vendors or customers; or (b) is suggested by or results from any task assigned to me by the
Company or work performed by me for or on behalf of the Company or any customer of the Company. Confidential Information shall not
be considered generally known to the public if revealed improperly to the public by me or others without the Company’s express written
consent and/or in violation of an obligation of confidentiality to the Company. Examples of Confidential Information include, but are not
limited to, customer and supplier identification and contacts, information about customers, Voice of the Customer data, reports or
analyses, business relationships, contract terms, pricing, price lists, pricing formulas, margins, business plans, projections, prospects,
opportunities or strategies, acquisitions, divestitures or mergers, marketing plans, prospective advertising or advertising or promotion
plans, financial data (including but not limited to the revenues, costs, or profits associated with any products or services), business and
customer strategy, techniques, formulations, technical information, technical know-how, formulae, production information, inventions,
invention disclosures, discoveries, drawings, invention methods, systems, information regarding all or any portion of the Envista
Business System, lease structure, processes, designs, plans, architecture, prototypes, models, software, source code, object code,
solutions, talent reviews and organizational plans, research, copyrights, patent applications, and plans or proposals related to the
foregoing.
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(c)
“Development” means any idea, formula, invention, discovery, design, drawing, process, method, technique, device,
improvement, computer program and related documentation,
whether patentable or non-patentable, technical and non-technical data, work of authorship, Trade Secret, copyright, trademark, service
mark, trademark registration, application for trademark registration, and patent or patent application.
(d)
“Pre-Termination Period” means the 24 months preceding the termination of my employment or relationship with the
Company.
(e)
“Restricted Customer” means a customer or potential customer of the Company
(i) with whom I dealt on behalf of the Company during the Pre-Termination Period; (ii) whose dealings with the Company I coordinated
or supervised during the Pre-Termination Period; (iii) about whom I obtained Confidential Information during the Pre-Termination
Period; or (iv) who received products or services that resulted in compensation, commissions, or earnings for me during the Pre-
Termination Period.
(f)
“Restricted Period” means the period of time during my employment or relationship with the Company and for a period
of 12 months thereafter.
(g)
“Restricted Person” means an employee or independent contractor of the Company, or any person who was an employee
or independent contractor of the Company during the six months preceding the termination of my employment or relationship with the
Company, who possesses or had access to Confidential Information of the Company.
(h)
“Restricted Territory” means any state, province, or territory within the United States of America or Canada (i) in which
I performed services for the Company during the Pre- Termination Period; (ii) over which I had sales or management responsibilities for
the Company during the Pre-Termination Period; (iii) in which the Company employed or engaged personnel I directly or indirectly
supervised or managed during the Pre-Termination Period; (iv) in which the Company produced, provided, marketed or sold products that
I participated in researching, developing or manufacturing during the Pre-Termination Period; or (v) about which I had access to
Confidential Information during the Pre-Termination Period.
(i)
“Trade Secret” means information qualifying for legal protection under the Defend Trade Secrets Act, any applicable
version of the Uniform Trade Secrets Act, or other applicable law.
2.
Best Efforts. I agree that during my employment or relationship with the Company, I will devote my best efforts to the performance of
my duties and the advancement of the Company and shall not engage in any other employment, profitable activities, or other pursuits
which would cause me to disclose or utilize the Company’s Confidential Information or would constitute a conflict of interest. This
obligation shall include, but is not limited to, obtaining the Company’s consent prior to performing tasks for customers of the Company
outside of my customary duties for the Company and prior to giving speeches or writing articles, blogs, or posts about the business of the
Company, refraining from improperly using the name of the Company, and refraining from identifying my association or position with
the Company in a manner that reflects unfavorably upon the Company. I further agree that I will not use, incorporate, or otherwise create
any business entity or organization or domain name using any name confusingly similar to the name of the Company or any other name
under which the Company does business.
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3.
Protection of Confidential Information. From the inception of this Agreement and continuing on an ongoing basis during my
employment or other relationship with the Company, the Company will provide me with new Confidential Information to which I have
not previously had access and of which I currently do not have knowledge. In turn, I promise that, at all times during and after the
termination of my employment or relationship with the Company, I will not, without the Company’s prior written permission, directly or
indirectly for any purpose other than performance of my duties for the Company or as set forth in Section 10 below, utilize or disclose to
anyone outside of the Company any Confidential Information, or any information received by the Company in confidence from or about
third parties, as long as such matters remain Trade Secrets or confidential.
4.
Return of Property and Copying. I agree that all tangible materials (whether originals or duplicates), including but not limited to,
notebooks, computers, files, reports, proposals, price lists, lists of actual or potential customers or suppliers, talent lists, formulae,
prototypes, tools, equipment, models, specifications, technical data, methodologies, research results, test results, financial data, contracts,
agreements, correspondence, documents, computer disks, software, computer printouts, information stored electronically, memoranda,
and notes, in my possession or control which in any way relate to the Company’s business and which are furnished to me by or on behalf
of the Company or which are prepared, compiled or acquired by me while working with or employed by the Company shall be the sole
property of the Company. I will at any time upon the request of the Company and in any event promptly upon termination of my
employment or relationship with the Company, but in any event no later than two (2) business days after such termination, deliver all
such materials to the Company and will not retain any originals or copies of such materials, whether in hard copy form or as
computerized and/or electronic records. Without limiting the foregoing, I further agree that, upon the Company’s request at any time, I
will provide to the Company all electronic devices, including computers and computer equipment, mobile devices, external storage
devices, smart phones, tablets, and USB devices, that are in my possession, custody, or control and that were used to access company
resources, along with all passwords needed to access such devices. I further agree that the Company may copy and retain such devices
and review the contents to ensure that I have not kept copies of any Company information or to otherwise comply with the Company’s
legal obligations. Except to the extent approved by the Company or required by my bona fide job duties for the Company, I also agree
that I will not copy or remove from the Company’s place of business, or the place of business of a customer of the Company, property or
information belonging to the Company or the customer or entrusted to the Company or the customer. In addition, I agree that I will not
provide any such materials to any competitor of or entity seeking to compete with the Company unless specifically approved in writing
by the Company.
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5.
Ensuring Fair Competition. Without limiting my obligations under Section 2 of this Agreement, I agree that, during the Restricted
Period, I will not directly or indirectly, on behalf of myself or in conjunction with any other person, company, or entity: (a) own or
control any company or entity (other than less than 3% ownership in a publicly traded company) that sells Competing Products in the
Restricted Territory; or (b) work in the Restricted Territory for any person, company, or entity that sells Competing Products in any role
that involves: (i) selling, or assisting others in selling, Competing Products; (ii) developing or implementing strategies to compete with
the Company with respect to Competing Products; (iii) directly or indirectly supervising or managing employees or other personnel who
compete with the Company with respect to Competing Products; (iv) participating in the planning, research, or developing of Competing
Products; (v) utilizing or disclosing Confidential Information; or (vi) engaging in duties or responsibilities that are related to Competing
Products and that are similar to those I performed for the Company during the Pre- Termination Period.
6.
Protecting Customer Relationships. Without limiting my obligations under Sections 2 and 5 of this Agreement, I agree that, during the
Restricted Period, I will not directly or indirectly, on behalf of myself or in conjunction with any other person, company, or entity: (a)
solicit or participate in soliciting any Restricted Customer for Competing Products; or (b) initiate contact with any Restricted Customer
for the purpose of offering, providing, or selling, or participate in offering, providing, or selling, Competing Products to a Restricted
Customer.
7.
Protecting Employee and Contractor Relationships. Without limiting my obligations under Sections 2 and 5 of this Agreement, I
agree that, during the Restricted Period, I will not directly or indirectly, on behalf of myself or in conjunction with any other person,
company or entity: (a) solicit or recruit any Restricted Person to obtain employment with a person, company, or entity that sells
Competing Products in the Restricted Territory; (b) hire or attempt to hire a Restricted Person for a person, company, or entity that sells
Competing Products in the Restricted Territory; (c) interfere with the performance by any such persons of their duties for the Company;
or (d) communicate with any Restricted Person for the purposes described in Section 7(a), (b), or (c).
8.
Protecting Vendor Relationships. Without limiting my obligations under Sections 2 and 5 of this Agreement, I agree that, during the
Restricted Period, I will not directly or indirectly, on behalf of myself or in conjunction with any other person, company, or entity
interfere with or assist any third party in interfering with, the relationship of the Company with any vendor utilized by the Company at
any time during the Pre-Termination Period.
9.
Truthful Representations. I agree that during and after my employment, or other relationship with the Company, I will not make any
knowingly false, malicious, defamatory or public disparaging statement(s) about the Company to other employees, customers, vendors or
any other third party.
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10.
No Limitations on Protected Activities. The provisions in this Agreement do not prohibit me (a) from reporting violations of federal,
state, or local law or regulation to any governmental agency;
(b) from providing truthful information in good faith to any federal, state, or local governmental agency, legislative body, or official
investigating an alleged violation of federal, state, or local law or regulation; (c) from exercising my rights under Section 7 of the
National Labor Relations Act (NLRA) (including with respect to engaging in concerted activities for the purpose of collective bargaining
or other mutual aid or protection, discussing terms and conditions of employment, or otherwise engaging in protected conduct; (d) from
discussing or disclosing information about unlawful acts in the workplace or at Company-sponsored activities, such as harassment
(including sexual harassment), discrimination, retaliation, wage and hour violations, sexual assault, violations of public policy, an unfair
labor practice, or any other conduct that I have reason to believe is unlawful; or (e) from making other disclosures that are protected
under applicable law, including, without limitation, under the National Labor Relations Act, the Defend Trade Secrets Act, and any rule
or regulation promulgated by the Securities and Exchange Commission (SEC), the National Labor Relations Board (NLRB), the Equal
Employment Opportunity Commission (EEOC), or any other federal, state, or local government agency. I acknowledge that this
Agreement does not require me to notify the Company regarding any such reporting, disclosure, or cooperation with the government. I
also acknowledge that I have been notified in accordance with the Defend Trade Secrets Act of 2016 that I will not be held criminally or
civilly liable under any federal or state Trade Secret law for the disclosure of a Trade Secret that: (a) is made (i) in confidence to a
federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or
investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other
proceeding. I further acknowledge that I have been notified that if I file a lawsuit for retaliation against the Company for reporting a
suspected violation of law, I may disclose the Company’s Trade Secrets to my attorney and use the Trade Secret information related to
that suspected violation of law in the court proceeding if I: (a) file any document containing the Trade Secret under seal; and (b) do not
disclose the Trade Secret, except pursuant to court order.
11.
Certification. I agree not to disclose to the Company, or use in my work for the Company, any confidential information and/or Trade
Secrets belonging to others, including without limitation, my prior employers, or any prior inventions made by me and which the
Company is not otherwise legally entitled to learn of or use. Furthermore, by executing this Agreement, I certify that I am not subject to
any restrictive covenants and/or obligations that would prevent me from fully performing my duties for the Company. I also agree that
after my employment or relationship with the Company terminates, the Company may contact any employer or prospective employer of
mine to inform them of my obligations under this Agreement, and that, for a period of one (1) year after my employment or relationship
with the Company terminates, I shall affirmatively provide this Agreement to all subsequent employers.
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12.
Ownership and Disclosure of Developments. I understand and agree that all Developments which I may solely or jointly conceive,
write, or acquire in whole or in part during the period I am employed by or working for the Company and which relate in any way to the
actual or anticipated business or research of the Company, or which are suggested by or result from any task assigned to me or work
performed by me for or on behalf of the Company, whether or not such Developments are made, conceived, written, or acquired during
normal hours of work or using the Company’s facilities, and whether or not such Developments are patentable, copyrightable, or
susceptible to other forms of protection, are and shall be the exclusive property of the Company. I agree that I will promptly disclose any
such Developments to the management of the Company, including by following the Company’s policies and procedures in place from
time to time for that purpose. In addition, I agree that all such Developments shall constitute work-made-for-hire, the ownership of which
is automatically vested in the Company, and that, to the extent ownership of any portion of any such Development is not automatically
vested exclusively in Company as work-made-for-hire, I hereby assign to the Company my entire right, title, and interest in any such
Developments. This assignment does not apply to any Development for which no equipment, supplies, facilities, or Trade Secret or other
Confidential Information of the Company was used, and which was developed entirely on my own time unless (a) the Development
relates directly: (i) to the actual or anticipated business of the Company or (ii) to the Company’s actual or demonstrably anticipated
research; or
(b) the Development results from any work performed by me for the Company. In addition, I agree that I will promptly execute any
documents or take any actions as may reasonably be requested by the Company for the purpose of vesting, confirming, or securing the
Company’s title to the Developments, and I will do anything else reasonably necessary, at the Company’s sole expense, to enable the
Company to secure a patent, trademark registration, copyright, or other form of protection thereof in the United States and in other
countries, and to pursue or defend against any litigation or other claims, even after the termination of my employment or work
relationship with the Company. If the Company is unable, after reasonable effort, to secure my signature or other action, whether because
of my physical or mental incapacity or for any other reason, I hereby irrevocably designate and appoint the Company as my duly
authorized agent and attorney-in-fact, to act for and on my behalf and stead to execute any such document and take any other such action
to secure the Company’s rights and title to the Developments.
13.
Prior Developments. I have identified below all Developments in which I have any right, title, or interest, and which were made,
conceived or written wholly or in part by me prior to my employment or relationship with the Company and which relate to the actual or
anticipated business or research or development of the Company. I represent and warrant that I am not a party to any agreements which
would limit my ability to work for the Company or to assign Developments as provided for in Section 12.
(attach extra pages if needed)
14.
Identification of Third-Party Obligations. I acknowledge that the Company from time to time may have agreements with other persons
or with the United States government or agencies thereof, or other governments or governmental agencies, which impose obligations or
restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential
nature of such work. I agree to be bound by all such obligations and
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restrictions that are made known to me and to take all action necessary to discharge the obligations of the Company under such
agreements.
15.
Remedies. In the event of a breach or a threatened breach of this Agreement by me, I acknowledge and agree that the Company will face
irreparable injury which would be difficult to calculate in monetary terms and for which damages would be an inadequate remedy.
Accordingly, I agree that, in the event of a breach or a threatened breach of this Agreement by me, (a) the Company shall be entitled, in
addition to remedies otherwise available at law or in equity, to obtain and enforce immediately temporary restraining orders, preliminary
injunctions, and final injunctions without the posting of a bond enjoining such breach or threatened breach, (b) where permitted by
applicable law, any time periods for the restrictions set forth in Sections 5, 6, 7, and 8 above will be extended by an amount of time equal
to the duration of any time period during which I am in violation of this Agreement, and (c) where permitted by applicable law, the
Company shall be entitled to receive and recover from me all of its reasonable attorney’s fees, litigation expenses, and costs incurred as a
result of enforcing this Agreement against me.
16.
Amendment, Waiver, Severability, and Merger. If I executed other written agreements relating to this subject matter with the
Company, and/or if I later enter into other written agreements that contain provisions similar to the provisions contained in this
Agreement, all such provisions shall be interpreted to provide the Company with cumulative rights and remedies, and the benefits and
protections provided to the Company under each such agreement shall be given full force and effect. This Agreement can be revoked or
modified only by a written agreement signed by me and the Company. No waiver of any breach of any provision of this Agreement by
the Company shall be effective unless it is in writing, and no waiver shall be construed to be a waiver of any succeeding breach or as a
modification of any provision of this Agreement. The provisions of this Agreement shall be severable, and if any provision of this
Agreement is found by any court to be unenforceable, in whole or in part, the remainder of this Agreement, as well as the provisions of
my prior agreement with the Company, if any, regarding the same subject matter as that which was found unenforceable herein, shall
nevertheless be enforceable and binding on the parties. I also agree that the trier of fact may modify any invalid, overbroad, or
unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, I
acknowledge and agree that I have not, will not, and cannot rely on any representations not expressly made herein. The terms of this
Agreement shall not be amended by me or the Company except by the express written consent of the Company and me. The section
headings in this Agreement are for convenience of reference and in no way define, limit, or affect the meaning of this Agreement.
17.
At-Will Employment Status. I acknowledge and agree that nothing in this Agreement shall be construed or is intended to create a
guarantee of employment, express or implied, for any specific
period of time. I acknowledge and agree that this Agreement does not require me to continue my employment or relationship with the
Company for any particular length of time (unless otherwise agreed to in writing as an independent contractor or consultant) and shall not
be construed to require the Company to continue my employment, relationship, or compensation for any particular length of time. I
acknowledge and agree that my employment with the Company is on an at-will basis to the full extent permitted by applicable law, which
means that the Company and I each have the right to terminate the employment relationship with or without cause or reason, with or
without notice or compliance with any procedures. I acknowledge and agree that my knowledge, skills, and abilities are sufficient to
enable me, if my employment or relationship with the Company terminates, to earn a satisfactory livelihood without violating this
Agreement.
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18.
Acknowledgment of Obligations. I acknowledge that my obligations under this Agreement are in addition to, and do not limit, any and
all obligations concerning the same subject matter arising under any applicable law, including, without limitation, common law duties of
loyalty and common law and statutory law relating to Trade Secrets.
19.
Obligations Survive Termination. I acknowledge and agree that the restrictions and covenants set forth in this Agreement shall be
binding upon me and survive termination of my employment or relationship with the Company regardless of the reason(s) for such
termination. I acknowledge and agree that the Company has an important and legitimate business interest that it is seeking to protect with
this Agreement, and that enforcement of this Agreement would not interfere with the interests of the public.
20.
Cooperation. I agree to cooperate in the truthful and honest prosecution and/or defense of any third party claim in which the Company
may have an interest subject to reasonable limitations concerning time and place, which may include without limitation making myself
available to participate in any proceeding involving the Company, allowing myself to be interviewed by representatives of the Company,
appearing for depositions and testimony without requiring a subpoena, and producing and/or providing any documents or names of other
persons with relevant information.
21.
Assignment and Transfer of Employment or Relationship. The rights and/or obligations herein may only be assigned by the
Company, may be done without my consent, and shall bind and inure to the benefit of the Company, its successors, and assigns. If the
Company makes any assignment of the rights and/or obligations herein or transfers my employment or relationship within the Company,
I agree that this Agreement shall remain binding upon me. Notwithstanding the language in this Section 21, in connection with and as a
condition of any assignment or transfer of my employment or relationship, the Company, a successor, or assignee of the Company shall
have the right to terminate this Agreement and require me to sign a new agreement that contains provisions similar to the provisions
contained in this Agreement.
22.
Change of Position. I acknowledge and agree that any change in my position or title with the Company shall not cause this Agreement to
terminate and shall not affect any change in my obligations under this Agreement.
23.
Acceptance. I agree that this Agreement is accepted by me through my original, facsimile, or electronic signature. I further agree that the
Company is deemed to have accepted this Agreement as evidenced by my employment or relationship with the Company, the payment of
wages or monies to me, the provision of benefits to me, or by executing this Agreement.
24.
Binding Effect. This Agreement, and the obligations hereunder, shall be binding upon me and my successors, heirs, executors, and
representatives and shall inure to the benefit of the Company, its successors and its assigns.
25.
Third Party Beneficiaries. This Agreement is intended to benefit each and every subsidiary, affiliate, or business unit of the Company
for which I perform services, for which I have customer contact, or about which I receive Confidential Information and may be enforced
by any such entity. I agree and intend to create a direct, consequential benefit to the Company regardless of the Company entity with
which I am affiliated on the last day of my employment or relationship with the Company.
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26.
Governing Law. Where not superseded by federal law, this Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware to the greatest extent allowed by law. The Company and I both consent to personal and subject matter
jurisdiction in the state and federal courts in Delaware as the exclusive venues for any dispute regarding this Agreement, unless the
parties have signed a binding arbitration agreement, in which case the arbitration agreement applies. Without limitation of the foregoing,
in the event that either the Company or I seek temporary or preliminary injunctive relief regarding the terms of this Agreement, either the
Company or I may request relief from a state or federal court in Delaware, provided that, if the parties have signed a binding arbitration
agreement, the Company and I shall submit the remainder of the dispute to an arbitrator for a final ruling on the merits following the
court’s ruling on the request for temporary or preliminary injunctive relief.
27.
Exclusions for Attorneys. If I am an attorney licensed to practice law in any jurisdiction in which the Company conducts business, I
understand and agree that nothing in this Agreement shall be construed as a restriction on my ability to practice law or to otherwise
impose any obligation on me that would violate the applicable rules of professional conduct of any jurisdiction in which I am so licensed,
including: (a) as an employee of a competing organization or (b) as an employee, partner, or shareholder of a law firm that represents
clients that compete with the Company. I acknowledge that, as a licensed attorney, I have obligations in addition to those set forth in this
Agreement to, among other things, maintain strict confidentiality with respect to information encompassed by the attorney/client
privilege or the work product doctrine and that such obligations continue indefinitely after my employment with the Company ends. This
Agreement shall be interpreted and construed in accordance with my obligations as a licensed attorney and applicable rules of
professional conduct relating to the practice of law, and nothing in this Agreement shall be deemed to expand or contract my ethical and
professional duties under those rules.
28.
Exceptions and Acknowledgments for Certain States and Territories. If I primarily reside in any of the States or Territories listed
below or the majority of my working time for the Company is in any of the States or Territories listed below at the time of my execution
of this Agreement (or, if I am a new employee, I will reside in in any of the States or Territories listed below or the majority of my
working time for the Company will be in any of the States or Territories listed below when my employment commences), the following
exceptions and acknowledgments shall apply:
(a)
California. Sections 5, 6, 7, and 8 shall not apply to me after my employment with the Company ends and Section 26
shall be amended such that any references to Delaware shall be replaced with California.
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(b)
Colorado. The following exceptions and acknowledgments apply to me: (i) Sections 5 and 6 shall be interpreted to apply
to the full extent permitted by Colo. Rev. Stat. § 8- 2-113 and shall not be interpreted to apply in any manner that would constitute a
violation of Colorado law; (ii) the Company provided me with notice of this Agreement before I accepted an offer of employment with
the Company (if I am a new employee) or provided me with notice of this Agreement and at least fourteen (14) days to review and sign
this Agreement before the effective date of this Agreement or the effective date of any additional compensation or change in the terms or
conditions of employment that provides consideration for the Agreement (if I am an existing employee); (iii) Section 5 shall not apply to
me after my employment with the Company ends unless, at the this Agreement is entered into and the time it is enforced, I earn an
amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers defined by
the Colorado Department of Labor; (iv) Section 6 shall not apply to me after my employment with the Company ends unless, at the time
this Agreement is entered into and the time it is enforced, I earn an amount of annualized cash compensation equivalent to or greater than
sixty percent (60%) of the threshold amount for highly compensated workers defined by the Colorado Department of Labor; (v) Section
26 shall be amended such that any references to Delaware shall be replaced with Colorado; and (vi) I acknowledge that Sections 5 and
6 contain covenants not to compete that could restrict my options for subsequent employment following my separation from the
Company.
(c)
District of Columbia. The following exceptions and acknowledgments apply to me: (i) I acknowledge and agree that the
Company provided me with at least 14 calendar days to review and sign this Agreement, during which time I had the right to consult with
counsel at my sole expense and that voluntarily signing this Agreement before the expiration of fourteen (14) calendar days shall serve as
a waiver of the fourteen (14) calendar day review period; (ii) Section 6 shall not apply to me after my employment with the Company
ends unless I am a “highly compensated employee” as defined in D.C. Official Code § 32-581.01; and (iii) if I am a “highly compensated
employee” as defined in D.C. Official Code § 32-581.01, I acknowledge that the Company has provided me with written notice as
follows: “The District of Columbia’s Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of non-compete
agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the
Ban on Non- Compete Agreements Amendment Act of 2020, under certain conditions. The Company has determined that you are a
highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the
District of Columbia Department of Employment Services (DOES).”
(d)
Idaho. I acknowledge and agree that the Company considers me to be a “key employee,” as that term is defined in Idaho.
Stat. § 44-2702, and that, if I become employed by or affiliated with a competitor of the Company in violation of this Agreement, it is
inevitable that I would disclose the Company’s Confidential Information.
(e)
Illinois. I acknowledge and agree that the Company provided me with at least 14 calendar days to review and sign this
Agreement, during which time I had the right to consult with counsel at my sole expense and that voluntarily signing this Agreement
before the expiration of fourteen (14) calendar days shall serve as a waiver of the fourteen (14) calendar day review period. I further
acknowledge and agree that Section 5 shall not apply to me unless my annualized rate of earnings exceeds the amount set forth in 820
ILCS 90/10(a) and that Sections 6, 7, and 8 shall not apply to me unless my annualized rate of earnings exceeds the amount set forth in
820 ILCS 90/10(b).
10
(f)
Louisiana. After my employment with the Company ends, Sections 5 and 6 shall apply only in the parishes listed in the
Louisiana Employee Addendum attached as Attachment A.
(g)
Maine. I acknowledge and agree that the terms of Section 5 of this Agreement do not take effect until after one (1) year of
my employment with the Company or a period of six (6) months from the date that I signed this Agreement, whichever is later, and that
the Company provided me with at least three (3) days to review and sign this Agreement. I further understand and agree that (i)
voluntarily signing this Agreement before the expiration of three (3) days shall serve as a waiver of the three (3) day review period and
that (i) Section 5 of this Agreement shall not apply to me if I earn wages at or below 400% of the federal poverty level, as defined in 26
M.R.S.A. § 599-A.
(h)
Massachusetts. I acknowledge that the Company provided me with at least ten
(10) business days to review and sign this Agreement, during which time I had the right to consult with counsel of my choice at my own
expense. I further understand and agree that voluntarily signing this agreement before the expiration of ten (10) business days shall serve
as a waiver of the ten (10) day review period.
(i)
Minnesota. Section 5 shall not apply to me after my employment with the Company ends and Section 26 shall be
amended such that any references to Delaware shall be replaced with Minnesota.
(j)
Nebraska. Section 5 shall not apply to me after my employment with the Company ends, and, after my employment with
the Company ends, the types of customers identified in 1(e) and 6 shall only be a “Restricted Customer” if I did business and had
personal contact with the customer during the Pre-Termination Period.
(k)
Nevada. Sections 5 and 6 shall not prohibit me from providing service to a former customer of the Company after my
employment with the Company ends if I can demonstrate that
(i) I did not solicit the former customer, (ii) the customer voluntarily chose to leave and seek services from me, and (iii) I am otherwise
complying with the limitations in Sections 5 and 6 other than any limitation on providing services to a former customer who seeks the
services of me without any contact instigated by me.
(l)
New Hampshire. Section 5 shall not apply to me after my employment with the Company ends if I earn less than two
hundred percent (200%) of the federal minimum wage; and, if I am a new employee of the Company, I acknowledge that the Company
provided me with a copy of this Agreement prior to or concurrent with making an offer of employment to me.
(m)
North Dakota. Section 5 shall not apply to me after my employment with the Company ends and Section 6 shall only
apply after my employment with the Company ends if I use or disclose Trade Secrets per N.D. Cent. Code § 9-08-06 to perform the
activities prohibited by Section 6.
(n)
Oklahoma. Section 5 shall not apply to me after my employment with the Company ends; and after my employment with
the Company ends, the types of customers identified in 1(e) and 6 shall only be a “Restricted Customer” if the customer if an established
customer of the Company per Okla. Stat. Ann. tit. 15, § 219A, and the phrase “indirectly” in Section 6 shall not apply to me.
11
(o)
Oregon. I acknowledge that (i) if I am a new employee of the Company, the Company notified me at least two weeks
before my first day of employment that a noncompetition agreement is required as a condition of employment, and, if I signed this
Agreement before the expiration of two weeks, I hereby knowingly and voluntarily waive the two-week consideration period; (ii) if I am
an existing employee of the Company, I am entering into this Agreement upon a bona fide advancement by the Company; and (iii)
Section 5 shall not apply to me after my employment with the Company ends unless I am an individual engaged in administrative,
executive or professional work as described in Ore. Rev. Stat. § 653.020(3) and my annual gross salary and commissions, calculated on
an annual basis, at the time that my employment ends, exceeds the amount set forth in Ore. Rev. Stat. § 653.295(1)(e).
(p)
Puerto Rico. I acknowledge and agree that a Spanish-language version of this Agreement is available upon request and
that, in the event of a conflict between the English- and Spanish-language versions of this Agreement, the English-language version shall
control. I further acknowledge and agree that Section 26 shall not apply to me and that 1(e) and 17 shall be replaced with the following
provisions:
1.(e) “Restricted Customer” means a customer or potential customer of the Company with whom I dealt on
behalf of the Company during the Pre- Termination Period.
17. No Right to Continued Employment. I acknowledge and agree that nothing in this Agreement provides me
with a right to continued employment for any period of time, nor does this Agreement provide me with any additional
rights beyond those provided by applicable law, including, without limitation, Puerto Rico’s Unjust Dismissal Act, Act
No. 80 of May 30, 1976.
(q)
Texas. I acknowledge that, in exchange for my promises in this Agreement, from the inception of this Agreement and
continuing on an ongoing basis during my employment with the Company, the Company promises to provide me with new Confidential
Information to which I have not previously had access and of which I do not currently have knowledge and for the sole purpose of
performing my job.
(r)
Utah. The assignment of Developments in Section 12 shall not apply to any Development that I created entirely on my
own time and that was not conceived, developed, reduced to practice or created by me (i) within the scope of my employment for the
Company; (ii) on the Company’s time; or (iii) with the aid, assistance, or use of any of the Company’s property, equipment, facilities,
supplies, or resources.
(s)
Virginia. I acknowledge that Section 5 shall not apply to me after my employment with the Company ends unless (i) my
average weekly earnings, as calculated in Va. Code § 40.1- 28.7:8, are equal to or more than the average weekly wage of the
Commonwealth as determined pursuant to subsection B of Va. Code §65.2-500 or (ii) my earnings are derived, in whole or in
predominant part, from sales commissions, incentives, or bonuses paid to me by the Company.
(t)
Washington. Section 5 shall not apply to me after my employment with the Company ends unless my earnings from the
Company, when annualized, exceed the amount set forth in RCW 49.62.020 and RCW 49.62.040. In addition, I acknowledge that, if I am
a new employee of the Company, the Company disclosed the terms of this Agreement to me in writing no later than the time of my
acceptance of a written or oral offer of employment with the Company and notified me that, even if this Agreement is deemed to be
unenforceable at the time
12
of my hiring, the Agreement may be enforceable against me in the future due to changes in my compensation. The definition of
“Restricted Customer” in Section 1(e) is revised as follows: “Restricted Customer” means a customer of the Company (i) with whom I
dealt on behalf of the Company during the Pre-Termination Period; (ii) whose dealings with the Company I coordinated or supervised
during the Pre-Termination Period; (iii) about whom I obtained Confidential Information during the Pre-Termination Period; or (iv) who
received products or services that resulted in compensation, commissions, or earnings for me during the Pre-Termination Period. Section
26 shall be amended such that any references to Delaware shall be replaced with Washington.
(u)
Wisconsin. Section 3 shall remain in effect during my employment with the Company and for 3 years following the
termination of my employment with respect to Confidential Information that is not a Trade Secret and, with respect to Trade Secrets, for
as long as the information is a Trade Secret. In addition, Section 7 shall be replaced with the following provision:
7. Protecting Employee and Contractor Relationships. Without limiting my obligations under 2 and 5 of this
Agreement, I agree that, during the Restricted Period, I will not directly or indirectly, on behalf of myself or in
conjunction with any other person, company or entity: (a) solicit or recruit any Restricted Person to obtain employment
with a person, company, or entity that sells Competing Products in the Restricted Territory in a role in which the
Restricted Person will perform activities or services similar to the activities or services that the Restricted Person
performed for the Company in the Pre-Termination Period,
(b) interfere with the performance by any such persons of their duties for the Company; or (c) communicate with any
Restricted Person for the purposes described in Section 7(a) and (b).
29.
Under Seal. This Agreement is executed under seal.
Agreed to by:
Employee
Envista Holdings Corporation
Employee Signature
By:
Employee's Printed Name
Printed Name and Title
Date:
Date:
13
ATTACHMENT A
Louisiana Addendum
If I reside in the State of Louisiana, Sections 5 and 6 shall apply only in the parishes listed below:
☒ Acadia Parish
☒ Beauregard Parish
☒ Bienville Parish
☒ Bossier Parish
☒ Caldwell Parish
☒ Cameron Parish
☒ Concordia Parish
☒ East Baton Rouge Parish
☒ East Feliciana Parish
☒ Evangeline Parish
☒ Franklin Parish
☒ Grant Parish
☒ Iberia Parish
☒ Iberville Parish
☒ Jackson Parish
☒ Jefferson Parish
☒ Jefferson Davis Parish
☒ Lafayette Parish
☒ Lafourche Parish
☒ LaSalle Parish
☒ Lincoln Parish
☒ Livingston Parish
☒ Madison Parish
☒ Morehouse Parish
☒ Allen Parish
☒ Ascension Parish
☒ Caddo Parish
☒ Calcasieu Parish
☒ Catahoula Parish
☒ DeSoto Parish
☒ East Carroll Parish
☒ Natchitoches Parish
☒ Orleans Parish
☒ Ouachita Parish
☒ Plaquemines Parish
☒ Pointe Coupee Parish
☒ Rapides Parish
☒ Red River Parish
☒ Richland Parish
☒ Sabine Parish
☒ St. Bernard Parish
☒ St. Charles Parish
☒ St. Helena Parish
☒ St. James Parish
☒ St. John Parish
☒ St. Landry Parish
☒ Assumption Parish
☒ Avoyelles Parish
☒ Claiborne Parish
☒ St. Martin Parish
☒ St. Mary Parish
☒ St. Tammany Parish
☒ Tangipahoa Parish
☒ Tensas Parish
☒ Terrebonne Parish
☒ Union Parish
☒ Vermilion Parish
☒ Vernon Parish
☒ Washington Parish
☒ Webster Parish
☒ West Baton Rouge Parish
☒ West Carroll Parish
☒ West Feliciana Parish
☒ Winn Parish
Exhibit 10.11
ENVISTA HOLDINGS CORPORATION
2019 OMNIBUS INCENTIVE PLAN
FORM OF PERFORMANCE STOCK UNIT AGREEMENT
Unless otherwise defined herein, the terms defined in the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as amended (the
“Plan”), will have the same defined meanings in this Performance Stock Unit Agreement (the “Agreement”).
I.
NOTICE OF GRANT
Name: #ParticipantName#
Employee ID: #EmployeeID#
The undersigned Participant has been granted an Award of Performance Stock Units, subject to the terms and conditions of the Plan and
this Agreement, as follows (each of the following capitalized terms are defined terms having the meaning indicated below):
Date of Grant: #GrantDate#
Target PSUs: #QuantityGranted#
Core Financial Measures Performance Period: #StartDate# through #EndDate#
TSR Performance Period: #StartDate# through #EndDate#
Vesting Conditions: Per this Agreement (including Addendum A)
II.
AGREEMENT
1.
Grant of PSUs. Envista Holdings Corporation (the “Company”) hereby grants to the Participant named in this Grant Notice (the
“Participant”), an Award of Performance Stock Units (or “PSUs”) subject to the terms and conditions of this Agreement and the Plan, which are
incorporated herein by reference. When used in this Agreement, the term “Performance Period” means the period beginning on the earlier of the
beginning date of the TSR Performance Period or the beginning date of the Core Financial Measures Performance Period, and ending on the
later of the ending date of the TSR Performance Period or the ending date of the Core Financial Measures Performance Period.
2.
Vesting.
(a)
Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, the Award shall vest with
respect to the number of PSUs, if any, as determined pursuant to the terms of Addendum A, which is incorporated by reference herein and made
a part of this Agreement (such terms are referred to herein as the “Vesting Conditions”); provided that (except as set forth in Section 4 below)
the Award shall not vest with respect to any PSUs under the terms of this Agreement unless the Participant continues to be actively employed
with the Company or an Eligible Subsidiary from the Date of Grant through the date on which the Compensation Committee (the “Committee”)
of the Company’s Board of Directors determines the number of PSUs that vest pursuant to the Vesting Conditions, which date shall be no later
than March 31 of the year following the end of the Performance Period (the “Certification Date”). The Committee shall determine how many
PSUs vest pursuant to the Vesting Conditions and such determination shall be final and conclusive. Until the Committee has made such a
determination, none of the Vesting Conditions will be considered to have been satisfied. Such certification shall occur, if at all, no later than four
(4) calendar months following the last day of the Performance Period (the “Certification End Date”).
(b)
Fractional PSU Vesting. In the event the Participant is vested in a fractional portion of a PSU (a “Fractional Portion”),
such Fractional Portion will be rounded up and converted into a whole share of Company Common Stock (“Share”) and issued to the
Participant; provided that to the extent rounding a fractional share up would result in the imposition of either (i) individual tax and penalty
interest charges imposed under Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), or
(ii) adverse tax consequences if the Participant is located outside of the United States, the fractional share will be rounded down without the
payment of any consideration in respect of such fractional share.
(c)
Addenda. The provisions of any addenda attached hereto are incorporated by reference herein and made a part of this
Agreement, and to the extent any provision in any such addenda conflicts with any provision set forth elsewhere in this Agreement, the
provision set forth in such addenda shall control.
3.
Form and Timing of Payment; Conditions to Issuance of Shares.
(a)
Form and Timing of Payment. The Award of PSUs represents the right to receive a number of Shares equal to the number
of PSUs that vest pursuant to the Vesting Conditions. Unless and until the PSUs have vested in the manner set forth herein, the Participant shall
have no right to payment of any such PSUs. Prior to actual issuance of any Shares underlying the PSUs, such PSUs will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of the Company. Subject to the other terms of the Plan and this
Agreement, with respect to any PSUs that vest in accordance with this Agreement (other than in cases where the Participant dies during
employment, which is addressed in Section 4(b) below), the underlying Shares will be paid to the Participant in whole Shares (and related
Dividend Equivalent Rights will also be paid) as soon as practicable (but in any event within 90 days) following the Certification Date. Shares
shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements
of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations,
and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. The Committee
may require the Participant to take any reasonable action in order to comply with any such rules or regulations.
(b)
Acknowledgment of Potential Securities Law Restrictions. Unless a registration statement under the Securities Act
covers the Shares issued upon vesting of a PSU, the Committee may require that the Participant agree in writing to acquire such Shares for
investment and not for public resale or distribution, unless and until the Shares subject to the PSUs are registered under the Securities Act. The
Committee may also require the Participant to acknowledge that the Participant shall not sell or transfer such Shares except in compliance with
all applicable laws, and may apply such other restrictions as it deems appropriate. The Participant acknowledges that the U.S. federal securities
laws prohibit trading in the stock of the Company by persons who are in possession of material, non-public information, and also acknowledges
and understands the other restrictions set forth in the Company’s Insider Trading Policy.
4.
Termination.
(a)
General. In the event the Participant’s active employment or other active service- providing relationship, as applicable,
with the Company or an Eligible Subsidiary terminates (the date of any such termination is referred to as the “Termination Date”) for any reason
(other than death, Early
Retirement or Normal Retirement) whether or not in breach of applicable labor laws, unless contrary to applicable law and unless otherwise
provided by the Administrator either initially or subsequent to the grant of the PSUs, all PSUs that are unvested as of the Termination Date shall
automatically terminate as of the Termination Date and the Participant’s right to receive further PSUs under the Plan shall also terminate as of
the Termination Date. The Committee shall have discretion to determine whether the Participant has ceased to be actively employed by (or, if the
Participant is a consultant or director, has ceased actively providing services to) the Company or an Eligible Subsidiary, and the effective date on
which such active employment (or active service-providing relationship, as applicable) terminated. The Participant’s active employer-employee
or other active service-providing relationship, as applicable, will not be extended by any notice period mandated under applicable law (e.g.,
active employment shall not include a period of “garden leave,” paid administrative leave or similar period pursuant to applicable law). Unless
the Committee provides otherwise (1) termination of the Participant’s employment will include instances in which the Participant is terminated
and immediately rehired as an independent contractor, and (2) the spin-off, sale, or disposition of the Participant’s employer from the Company
or an Eligible Subsidiary (whether by transfer of shares, assets or otherwise) such that the Participant’s employer no longer constitutes an
Eligible Subsidiary will constitute a termination of employment or service.
(b)
Death.
(i)
In the event the Participant’s active employment or other active service-providing relationship with the Company or an
Eligible Subsidiary terminates as a result of death prior to the conclusion of the Performance Period, unless contrary to applicable law and unless
otherwise provided by the Administrator either initially or subsequent to the grant of the Award, the Participant’s estate will become vested in
the portion of the Award determined by multiplying (1) the amount of Target PSUs (and related Dividend Equivalent Rights) subject to such
Award, times (2) the quotient of the number of complete twelve-month periods between and including the commencement date of the
Performance Period (the “Commencement Date”) and the date of death (provided that any partial twelve-month period between and including
the Commencement Date and the date of death shall also be considered a complete twelve-month period for purposes of this pro-ration
methodology), divided by the total number of twelve-month periods in the Performance Period. In the event the Participant’s death occurs after
the Participant’s employment terminated but prior to the conclusion of the Performance Period, and the Participant held unvested PSUs at the
time of death, unless contrary to applicable law and unless otherwise provided by the Administrator either initially or subsequent to the grant of
the Award, the Participant’s estate will become vested in the portion of the Award determined by multiplying (1) the amount of Target PSUs
(and related Dividend Equivalent rights) subject to such Award, times (2) the ratio of (x) the number of complete twelve-month periods worked
by the Participant in the applicable Performance Period prior to the Participant’s Normal Retirement or Early Retirement date, as applicable
(provided that any partial twelve-month period between and including the Commencement Date and the date of Normal Retirement or Early
Retirement shall also be considered a complete twelve-month period for purposes of this pro-ration methodology), to (y) the total number of
twelve-month periods in the applicable Performance Period. With respect to any PSUs that vest pursuant to this Section 4(b), the underlying
Shares (and related Dividend Equivalent Rights) will be paid to the Participant’s estate as soon as reasonably practicable (but in any event within
90 days) following the Participant’s death.
(ii)
In the event of the Participant’s death, who held unvested PSUs at the time of death, and whose death occurred following
the conclusion of the Performance Period but prior to the date the Shares (and related Dividend Equivalent Rights) underlying vested PSUs are
issued and paid, unless contrary to applicable law and unless otherwise provided by the Administrator either initially or subsequent to the grant
of the Award, the underlying Shares (and related Dividend Equivalent Rights)
will be paid to the Participant’s estate as soon as reasonably practicable (but in any event within 90 days) following the later of (i) the
Participant’s death, and (ii) four (4) calendar months following the last day of the Performance Period.
(c)
Early Retirement. In the event the Participant’s active employment or other active service-providing relationship, as
applicable, with the Company or an Eligible Subsidiary terminates prior to the Certification Date as a result of Early Retirement, the Participant
will become vested in a number of PSUs (and related Dividend Equivalent Rights) determined by multiplying (1) the amount of PSUs actually
earned pursuant to the Vesting Conditions (which shall be determined following completion of the Performance Period) under such Award, by
(2) the quotient of (A) the number of complete months between and including the Commencement Date and the Termination Date (provided
that any partial month between and including the Commencement Date and the Termination Date shall also be considered a complete month for
purposes of this pro-ration methodology), divided by (B) the total number of months in the Performance Period (such quotient is referred to as
the “Retirement Proration Quotient,” provided that the Retirement Proration Quotient shall never be greater than 1.0).
(d)
Normal Retirement. In the event the Participant’s active employment or other active service-providing relationship, as
applicable, with the Company or an Eligible Subsidiary terminates prior to the Certification Date as a result of the Participant’s Normal
Retirement, the Participant will become vested in the number of PSUs (and related Dividend Equivalent Rights) actually earned pursuant to the
Vesting Conditions (which shall be determined following completion of the Performance Period) under such Award.
(e)
Gross Misconduct. If the Participant’s employment with the Company or an Eligible Subsidiary is terminated for Gross
Misconduct as determined by the Administrator, the Administrator in its sole discretion may provide that all, or any portion specified by the
Administrator, of the Participant’s unvested PSUs shall automatically terminate as of the time of termination without consideration. The
Participant acknowledges and agrees that the Participant’s termination of employment shall also be deemed to be a termination of employment
by reason of the Participant’s Gross Misconduct if, after the Participant’s employment has terminated, facts and circumstances are discovered or
confirmed by the Company that would have justified a termination for Gross Misconduct.
(f)
Violation of Post-Termination Covenant. To the extent that any of the Participant’s unvested PSUs remain outstanding
under the terms of the Plan or this Agreement after the Termination Date, any unvested PSUs shall expire as of the date the Participant violates
any covenant not to compete or other post-termination covenant that exists between the Participant on the one hand and the Company or any
Subsidiary of the Company, on the other hand.
(g)
Substantial Corporate Change. Notwithstanding any other provision in this Agreement to the contrary, in the event (i) a
Substantial Corporate Change occurs, (ii) the PSUs are effectively assumed or continued by the surviving or acquiring corporation in such
Substantial Corporate Change (as determined by the Board or the Committee), and (iii) the Participant is terminated without Gross Misconduct
or, if the Participant participates in the Envista Holdings Corporation Severance and Change in Control Plan, the Participant is terminated due to
an “Involuntary Termination” or “Good Reason Resignation” (as defined in the Severance and Change in Control Plan), in each case within 24
months following the Substantial Corporate Change, then any unvested PSUs held by the Participant shall vest in full as of the Participant’s
termination date.
(h)
Non-Transferability of PSUs. Unless the Committee determines otherwise in advance in writing, PSUs may not be
transferred in any manner otherwise than by will or by the
applicable laws of descent or distribution. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs
and permitted successors and assigns of the Participant.
5.
Amendment of PSUs or Plan.
(a)
The Plan and this Agreement constitute the entire understanding of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter
hereof. The Participant expressly warrants that the Participant is not accepting this Agreement in reliance on any promises, representations, or
inducements other than those contained herein. The Board may amend, modify or terminate the Plan or any Award in any respect at any time;
provided, however, that modifications to this Agreement or the Plan that materially and adversely affect the Participant’s rights hereunder can be
made only in an express written contract signed by the Company and the Participant. Notwithstanding anything to the contrary in the Plan or
this Agreement, the Company reserves the right to revise this Agreement and the Participant’s rights under outstanding PSUs as it deems
necessary or advisable, in its sole discretion and without the consent of the Participant, (1) upon a Substantial Corporate Change, (2) as required
by law, or (3) to comply with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) or to otherwise avoid imposition of any
additional tax or income recognition under Section 409A in connection with this Award.
(b)
The Participant acknowledges and agrees that if the Participant changes classification from a full-time employee to a
part-time employee the Committee may in its sole discretion reduce or eliminate the Participant’s unvested PSUs.
6.
Tax Obligations.
(a)
Withholding Taxes. Regardless of any action the Company or any Subsidiary employing the Participant (the “Employer”)
takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related
items (“Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related Items associated with the PSUs is and
remains the Participant’s responsibility and that the Company and the Employer (i) make no representations or undertakings regarding the
treatment of any Tax Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant or vesting of the PSUs, the
delivery of the Shares, the subsequent sale of Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not
commit to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate the Participant’s liability for Tax Related Items.
Further, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or
former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(i)
This Section 6(a)(i) shall apply to the Participant only if the Participant is not subject to Section 16 of the
Securities Exchange Act of 1934 as of the date the relevant PSU first becomes includible in the gross income of Participant for purposes of Tax
Related Items. The Participant shall, no later than the date as of which the value of a PSU first becomes includible in the gross income of the
Participant for purposes of Tax Related Items, pay to the Company and/or the Employer, or make arrangements satisfactory to the Administrator
regarding payment of, all Tax Related Items required by applicable law to be withheld by the Company and/or the Employer with respect to the
PSU. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company
and/or the Employer shall, to the extent permitted by applicable law, have the right to deduct any such Tax Related Items from any payment of
any kind otherwise due to the
Participant. The Company shall have the right to require the Participant to remit to the Company an amount in cash sufficient to satisfy any
applicable withholding requirements related thereto. With the approval of the Administrator, the Participant may satisfy the foregoing
requirement by either (i) electing to have the Company withhold from delivery of Shares or (ii) delivering already owned unrestricted Shares, in
each case, having a value equal to the minimum amount of tax required to be withheld (or such other rate that will not cause adverse accounting
consequences for the Company). Any such Shares shall be valued at their Fair Market Value on the date as of which the amount of Tax Related
Items to be withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an
Award. The Company may also use any other method or combination of methods of obtaining the necessary payment or proceeds, as permitted
by applicable law, to satisfy its withholding obligation with respect to any PSU.
(ii)
This Section 6(a)(ii) shall apply to the Participant only if the Participant is subject to Section 16 of the Securities
Exchange Act of 1934 as of the date the relevant PSU first becomes includible in the gross income of the Participant for purposes of Tax Related
Items. All Tax Related Items legally payable by the Participant in respect of the PSUs shall be satisfied by the Company and/or the Employer, as
applicable, withholding a number of the Shares that would otherwise be delivered to the Participant upon the vesting or settlement of the PSUs
with a Fair Market Value, determined as of the date of the relevant taxable event, equal to the minimum statutory withholding amount that
applies to the Participant, rounded up to the nearest whole share (“Net Settlement”). The Net Settlement mechanism described in this paragraph
was approved by the Committee prior to the Date of Grant in a manner intended to constitute “approval in advance” by the Committee for
purposes of Rule 16b3-(e) under the Securities Exchange Act of 1934, as amended.
(iii)
If the obligation for Tax Related-Items is satisfied by withholding in Shares, for tax purposes, the Participant
shall be deemed to have been issued the full number of Shares issued upon vesting of the PSUs notwithstanding that a number of the Shares
are held back solely for the purpose of paying the Tax Related-Items.
(b)
Code Section 409A. Payments made pursuant to the Plan and this Agreement are intended to qualify for an exemption
from or comply with Section 409A. Notwithstanding any provision in this Agreement, the Company reserves the right, to the extent the
Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all
PSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies
with Section 409A; provided, however, that the Company makes no representations that the Plan or the PSUs shall be exempt from or comply
with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any PSUs granted thereunder. If this
Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its Eligible Subsidiaries shall have any liability for
any tax, penalty or interest imposed on the Participant by Section 409A, and the Participant shall have no recourse against the Company or any
of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A.
Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise
payable to or provided to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A)
made under this Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed
exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) the “short-term deferral”
exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar
year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section
409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby
incorporated by reference.
For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such
event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of
the assets” of the Company within the meaning of Section 409A.
If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its
Subsidiaries) as of the Participant's separation from service, to the extent any payment under this Agreement constitutes deferred compensation
(after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of a separation from service,
then to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day of the
seventh month following the Participant’s separation from service, or (ii) the Participant’s date of death; provided, however, that any payments
delayed during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month
following the Participant’s separation from service.
7.
Rights as Shareholder; Dividends. The Participant shall have no rights as a shareholder of the Company, no dividend rights
(except as expressly provided in this Section 7 with respect to Dividend Equivalent Rights) and no voting rights, with respect to the PSUs or any
Shares underlying or issuable in respect of such PSUs until such Shares are actually issued to the Participant. No adjustments will be made for
dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate or book entry evidencing
such Shares. If on or after the Date of Grant and prior to the date the Shares underlying vested PSUs are issued to the Participant the Board
declares a cash dividend on the shares of Company Common Stock, the Participant will be credited with dividend equivalents equal to (i) the per
share cash dividend paid by the Company on its Common Stock on the dividend payment date established by the Committee, multiplied by (ii)
the total number of PSUs subject to the Award that vest (a “Dividend Equivalent Right”); provided that any Dividend Equivalent Rights credited
pursuant to the foregoing provisions of this Section 7 shall be subject to the same vesting, payment and other terms, conditions and restrictions
as the PSUs to which they relate and for the avoidance of doubt shall only vest and be paid if and when the PSUs to which such Dividend
Equivalent Rights relate vest and the underlying shares are issued; and provided further that Dividend Equivalent Rights that vest and are paid
shall be paid in cash.
8.
No Employment Contract. Nothing in the Plan or this Agreement constitutes an employment contract between the Company and
the Participant and this Agreement shall not confer upon the Participant any right to continuation of employment with the Company or any of its
Eligible Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or any of its Eligible Subsidiaries’ right to terminate the
Participant’s employment or at any time, with or without cause (subject to any employment agreement the Participant may otherwise have with
the Company or an Eligible Subsidiary thereof and/or applicable law).
9.
Board Authority. The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for
the administration, interpretation and application of the Agreement as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether any PSUs have vested). All interpretations and determinations made by the Board
and/or the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons and such
determinations of the Board and/or the Committee do not have to be uniform nor do they have to consider whether Plan participants are
similarly situated.
10.
Headings. The captions used in this Agreement and the Plan are inserted for convenience and shall not be deemed to be a part of
the PSUs for construction and interpretation.
11.
Electronic Delivery.
(a)
If the Participant executes this Agreement electronically, for the avoidance of doubt the Participant acknowledges and
agrees that the Participant's execution of this Agreement electronically (through an on-line system established and maintained by the Company
or a third party designated by the Company, or otherwise) shall have the same binding legal effect as would execution of this Agreement in
paper form. The Participant acknowledges that upon request of the Company the Participant shall also provide an executed, paper form of this
Agreement.
(b)
If the Participant executes this Agreement in paper form, for the avoidance of doubt the parties acknowledge and agree
that it is their intent that any agreement previously or subsequently entered into between the parties that is executed electronically shall have the
same binding legal effect as if such agreement were executed in paper form.
(c)
If the Participant executes this Agreement multiple times (for example, if the Participant first executes this Agreement in
electronic form and subsequently executes this Agreement in paper form), the Participant acknowledges and agrees that (i) no matter how many
versions of this Agreement are executed and in whatever medium, this Agreement only evidences a single Award relating to the number of PSUs
set forth in the Grant Notice and (ii) this Agreement shall be effective as of the earliest execution of this Agreement by the parties, whether in
paper form or electronically, and the subsequent execution of this Agreement in the same or a different medium shall in no way impair the
binding legal effect of this Agreement as of the time of original execution.
(d)
The Company may, in its sole discretion, decide to deliver by electronic means any documents related to the PSUs, to
participation in the Plan, or to future awards granted under the Plan, or otherwise required to be delivered to the Participant pursuant to the Plan
or under applicable law, including but not limited to, the Plan, the Agreement, the Plan prospectus and any reports of the Company generally
provided to shareholders. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to the Company’s
intranet or the internet site of a third party involved in administering the Plan, the delivery of documents via electronic mail (“e-mail”) or such
other means of electronic delivery specified by the Company. By executing this Agreement, the Participant hereby consents to receive such
documents by electronic delivery. At the Participant’s written request to the Secretary of the Company, the Company shall provide a paper copy
of any document at no cost to the Participant.
12.
Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic
or other form, of the Participant's Data (as defined below) by and among, as necessary and applicable, the Employer, the Company and its
Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s PSUs and participation in the Plan.
The Participant understands that the Company and the Employer may hold certain personal information about the Participant,
including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, social insurance
number, passport or other identification number (e.g., resident registration number), salary, nationality, and job title, any shares of Common
Stock or directorships held in the Company, and details of the PSUs or other entitlement
to shares of stock awarded, canceled, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing,
administering and managing the Plan.
The Participant understands that Data may be transferred to Fidelity Stock Plan Services, or any other stock plan service provider as
may be selected by the Company in the future, including but not limited to, the Company's outside legal counsel and/or the Company's
auditor, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands
that the recipients of the Data may be located in the Participant’s country or elsewhere, and that the recipient’s country (e.g., the United
States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant
may request a list with the names of potential recipients of the Data by contacting the Participant's local human resources representative.
The Participant authorizes the Company, the Employer and any other recipients which may assist the Company (presently or in the future)
with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form,
for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands
that Data will be held only as long as is necessary to implement, administer and manage the Participant’s PSUs and participation in the
Plan. The Participant understands that the Participant may, at any time, request access to Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without
cost, by contacting in writing the Participant's local human resources representative.
Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the
Participant does not consent, or if the Participant later seeks to revoke the Participant's consent, the Participant's employment or service
relationship with the Employer will not be affected; the only adverse consequence of refusing or withdrawing the Participant's consent is
that the Company would not be able to grant PSUs or other equity awards to the Participant or to administer or maintain such awards.
Therefore, the Participant understands that refusing or withdrawing consent may affect the Participant's ability to participate in the Plan. In
addition, the Participant understands that the Company and its Subsidiaries have separately implemented procedures for the handling of
Data which the Company believes permits the Company to use the Data in the manner set forth above notwithstanding the Participant’s
withdrawal of such consent. For more information on the consequences of refusal to consent or withdrawal of consent, the Participant
understands that the Participant may contact the Participant's local human resources representative.
13.
Waiver of Right to Jury Trial. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT
OR EXPECTATION AGAINST THE OTHER TO TRIAL OR ADJUDICATION BY A JURY OF ANY CLAIM, CAUSE OR ACTION
ARISING WITH RESPECT TO THE PSUS OR HEREUNDER, OR THE RIGHTS, DUTIES OR LIABILITIES CREATED HEREBY.
14.
Agreement Severable. In the event that any provision of this Agreement shall be held invalid or unenforceable, such provision
shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this
Agreement.
15.
Governing Law and Venue. The laws of the State of Delaware (other than its choice of law provisions) shall govern this
Agreement and its interpretation. For purposes of litigating any dispute that arises with respect to the PSUs, this Agreement or the Plan, the
parties hereby submit to and consent to the jurisdiction of the State of Delaware, and agree that such litigation shall be conducted in the courts of
New Castle County, or the United States Federal court for the District of Delaware, and no other courts;
and waive, to the fullest extent permitted by law, any objection that the laying of the venue of any legal or equitable proceedings related to,
concerning or arising from such dispute which is brought in any such court is improper or that such proceedings have been brought in an
inconvenient forum. Any claim under the Plan, this Agreement or any Award must be commenced by the Participant within twelve (12) months
of the earliest date on which the Participant’s claim first arises, or the Participant’s cause of action accrues, or such claim will be deemed waived
by the Participant.
16. Nature of PSUs. In accepting the PSUs, the Participant acknowledges and agrees that:
(a)
the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b)
the Plan is operated and the PSUs are granted exclusively by the Company and only the Company is a party to this
Agreement; accordingly, any rights the Participant may have under this Agreement may be raised only against the Company but not any Eligible
Subsidiary (including, but not limited to, the Employer);
(c)
the award of PSUs is voluntary and occasional and does not create any contractual or other right to receive future awards
of PSUs, benefits in lieu of PSUs or other equity awards, even if PSUs have been awarded repeatedly in the past;
(d)
all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(e)
the Participant’s participation in the Plan is voluntary;
(f)
the award of PSUs and the Shares subject to the PSUs, and the income and value of same, are an extraordinary item that
(i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the
scope of the Participant’s employment or service contract, if any;
(g)
the award of PSUs and the Shares subject to the PSUs, and the income and value of same, are not part of normal or
expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be
considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(h)
the award of PSUs and any Shares acquired under the Plan, and the income and value of same, are not intended to replace
or supplement any pension rights or compensation;
(i)
unless otherwise expressly agreed with the Company, the PSUs and the Shares subject to the PSUs, and the income and
value of same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of any
Subsidiary;
(j)
the future value of the underlying Shares is unknown and cannot be predicted
with certainty;
(k)
the value of the Shares acquired upon vesting/settlement of the PSUs may increase or decrease in value;
(l)
in consideration of the award of PSUs, no claim or entitlement to compensation or damages shall arise from termination
of the PSUs or from any diminution in value of the PSUs or the Shares upon vesting of the PSUs resulting from termination of the Participant’s
employment or continuous service with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable
labor laws of the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in
consideration of the grant of the PSUs, the Participant agrees not to institute any claim against the Company or any Subsidiary; if,
notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this
Agreement/electronically accepting this Agreement, Participant shall be deemed to irrevocable to have waived Participant’s entitlement to
pursue or seek remedy for any such claim; and
(m)
neither the Company, the Employer nor any other Eligible Subsidiary shall be liable for any foreign exchange rate
fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to
the Participant pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon vesting.
17.
Language. If Participant has received the Plan, this Agreement or any other document related to the Plan translated into a
language other than English and if the meaning of the translated version is different than the English version, the English version will control,
unless otherwise prescribed by applicable law.
18.
Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
19.
Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not
operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Participant or any other
participant.
20.
Insider Trading/Market Abuse Laws. The Participant acknowledges that, depending on the Participant's country, the Participant
may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant's ability to acquire or sell the Shares
or rights to the Shares (e.g., PSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding
the Company (as defined by the laws in the Participant's country). Any restrictions under these laws or regulations are separate from and in
addition to any restrictions that may be imposed under any applicable insider trading policy of the Company. The Participant acknowledges
that it is the Participant's responsibility to comply with any applicable restrictions, and the Participant should consult with the Participant's
own personal legal and financial advisors on this matter.
21.
Legal and Tax Compliance; Cooperation. If the Participant resides or is employed outside of the United States, the Participant
agrees, as a condition of the grant of the PSUs, to repatriate all payments attributable to the Shares and/or cash acquired under the Plan
(including, but not limited to, dividends and any proceeds derived from the sale of Shares acquired pursuant to the PSUs) if required by and in
accordance with local foreign exchange rules and regulations in the Participant 's country of residence (and country of employment, if different).
In addition, the Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company and its Eligible
Subsidiaries, as may be required to allow the Company and its Eligible Subsidiaries to comply with local laws, rules and regulations in the
Participant's country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be
required to comply with the Participant's personal
legal and tax obligations under local laws, rules and regulations in the Participant 's country of residence (and country of employment, if
different).
22.
Private Offering. The grant of the PSUs is not intended to be a public offering of securities in the Participant's country of
residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with
the local securities authorities with respect to the grant of the PSUs (unless otherwise required under local law). No employee of the Company
is permitted to advise the Participant on whether the Participant should acquire Shares under the Plan or provide the Participant with
any legal, tax or financial advice with respect to the grant of the PSUs. Investment in Shares involves a degree of risk. Before deciding to
acquire Shares pursuant to the PSUs, the Participant should carefully consider all risk factors and tax considerations relevant to the
acquisition of Shares under the Plan or the disposition of them. Further, the Participant should carefully review all of the materials
related to the PSUs and the Plan, and the Participant should consult with the Participant's personal legal, tax and financial advisors for
professional advice in relation to the Participant's personal circumstances.
23.
Foreign Asset/Account Reporting Requirements and Exchange Controls. The Participant's country may have certain foreign
asset/ account reporting requirements and exchange controls which may affect the Participant's ability to acquire or hold Shares under the Plan
or cash received from participating in the Plan (including any dividends paid on Shares, sale proceeds resulting from the sale of Shares acquired
under the Plan) in a brokerage or bank account outside the Participant's country. The Participant may be required to report such accounts, assets,
or transactions to the tax or other authorities in the Participant's country. The Participant may be required to repatriate sale proceeds or other
funds received as a result of the Participant's participation in the Plan to the Participant's country through a designated bank or broker within a
certain time after receipt. The Participant acknowledges that it is the Participant's responsibility to be compliant with such regulations and the
Participant should consult the Participant's personal legal advisor for any details.
24.
Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant's
participation in the Plan, on the PSUs and on any Shares subject to the PSUs, to the extent the Company determines it is necessary or advisable
for legal or administrative reasons and provided the imposition of the term or condition will not result in any adverse accounting expense to the
Company, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
25.
Recoupment. The PSUs granted pursuant to this Agreement are subject to the terms of the Envista Holdings Corporation
Recoupment Policy in the form approved by the Committee from time to time (including any successor thereto, the “Policy”) if and to the extent
such Policy by its terms applies to the PSUs, and to the terms required by applicable law; and the terms of the Policy and such applicable law are
incorporated by reference herein and made a part hereof. For purposes of the foregoing, the Participant expressly and explicitly authorize the
Company to issue instructions, on the Participant's behalf, to any brokerage firm and/or third party administrator engaged by the Company to
hold the Participant's Shares and other amounts acquired pursuant to the Participant's PSUs, to re-convey, transfer or otherwise return such
Shares and/or other amounts to the Company upon the Company's enforcement of the Policy. To the extent that the Agreement and the Policy
conflict, the terms of the Policy shall prevail.
26.
Notices. The Company may, directly or through its third party stock plan administrator, endeavor to provide certain notices to
Participant regarding certain events relating to awards that the Participant may have received or may in the future receive under the Plan, such as
notices reminding the
Participant of the vesting or expiration date of certain awards. The Participant acknowledges and agrees that (1) the Company has no obligation
(whether pursuant to this Agreement or otherwise) to provide any such notices; (2) to the extent the Company does provide any such notices to
the Participant the Company does not thereby assume any obligation to provide any such notices or other notices; and (3) the Company, its
Subsidiaries and the third party stock plan administrator have no liability for, and the Participant has no right whatsoever (whether pursuant to
this Agreement or otherwise) to make any claim against the Company, any of its Subsidiaries or the third party stock plan administrator based on
any allegations of, damages or harm suffered by the Participant as a result of the Company’s failure to provide any such notices or the
Participant’s failure to receive any such notices. The Participant further agrees to notify the Company upon any change in the Participant's
residence or address.
27.
Limitations on Liability. Notwithstanding any other provisions of the Plan or this Agreement, no individual acting as a director,
employee, or agent of the Company or any of its Subsidiaries will be liable to the Participant or the Participant’s spouse, beneficiary, or any
other person or entity for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable
because of any contract or other instrument the Participant executes in such other capacity. No member of the Board or of the Committee will be
liable for any action or determination (including, but limited to, any decision not to act) made in good faith with respect to the Plan or any PSUs.
28.
Addendums. Notwithstanding any provisions in this Agreement, the PSUs and any Shares subject to the PSUs shall be subject to
any special terms and conditions for the Participant’s country of employment and country of residence, if different, as set forth in the Addendum
B attached hereto. Moreover, if the Participant relocates to one of the countries included in such addenda, the special terms and conditions for
such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or
advisable for legal or administrative reasons and provided the imposition of the term or condition will not result in any adverse accounting
expense with respect to the PSUs (or the Company may establish alternative terms and conditions as may be necessary or advisable to
accommodate the Participant’s transfer). All addenda attached hereto constitute part of this Agreement.
29.
Consent and Agreement With Respect to Plan. The Participant (a) acknowledges that the Plan and the prospectus relating
thereto are available to the Participant on the website maintained by the Company’s third party stock plan administrator; (b)
represents that the Participant has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the
advice of counsel of the Participant's choice prior to executing this Agreement and fully understands all provisions of this Agreement
and the Plan; (c) accepts these PSUs subject to all of the terms and provisions thereof; and (d) agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.
[If the Agreement is signed in paper form, complete and execute the following:]
PARTICIPANT
ENVISTA HOLDINGS CORPORATION
#Signature#
Signature
Signature
#ParticipantName#
Print Name
Print Name
Title
Declaration of Data Privacy Consent. By providing the additional signature below, the undersigned explicitly declares the
Participant's consent to the data processing operations described in Section 13 of this Agreement. This includes, without
limitation, the transfer of the Participant’s Personal Information to, and the processing of such data by, the Company, the
Employer or, as the case may be, the Stock Plan Administrator in the United States. The undersigned may withdraw the
Participant's consent at any time, with future effect and for any or no reason as described in Section 12 of this Agreement.
PARTICIPANT
#Signature#
Signature
ADDENDUM A
#PERFORMANCE VESTING REQUIREMENTS#
ADDENDUM B
This Addendum includes additional terms and conditions that govern the PSUs granted to the Participant if the Participant works and/or resides in
one of the countries listed herein. Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Grant Notice,
the Agreement or the Plan.
This Addendum may also include information regarding exchange controls, tax and certain other issues of which the Participant should be aware
with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control, tax and other laws in
effect as of February 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant
not rely on the information contained herein as the only source of information relating to the consequences of the Participant’s participation in the
Plan because the information may be out of date at the time the Participant vests in the PSUs or sells Shares acquired under the Plan.
In addition, this Addendum is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to
assure the Participant of any particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant
laws in the Participant’s country apply to the Participant’s specific situation.
If the Participant is a citizen or resident (or is considered as such for local tax purposes) of a country other than the one in which the Participant is
currently residing and/or working, or if the Participant transfers employment and/or residency to another country after the grant of the PSUs, the
information contained herein may not be applicable to the Participant in the same manner.
EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) / SWITZERLAND / UNITED KINGDOM
Data Privacy
If the Participant resides and/or is employed in the EU / EEA, Switzerland or the United Kingdom, the following provision replaces Section 12 of
the Agreement:
The Company is located at 200 S. Kraemer Blvd., Building E, Brea California 92821 and grants PSUs under the Plan to employees of
the Company and its Subsidiaries in its sole discretion. The Participant should review the following information about the Company’s data
processing practices.
(a)Data Collection, Processing and Usage. Pursuant to applicable data protection laws, the Participant is hereby notified that the Company
collects, processes, and uses certain personally-identifiable information about the Participant; specifically, including the Participant’s name,
home address, email address and telephone number, date of birth, social insurance / passport number or other identification number (e.g.
resident registration number), salary, citizenship, job title, any Shares or directorships held in the Company, and details of all PSUs or any other
equity compensation awards granted, canceled, exercised, vested, or outstanding in the Participant’s favor, which the Company receives from the
Participant or the Employer ("Personal Information"). In granting the PSUs under the Plan, the Company will collect the Participant’s
Personal Information for purposes of allocating Shares and implementing, administering and managing the Plan. The Company’s legal basis
for collecting, processing and using the Participant's Personal Information will be the Company's necessity to execute its contractual
obligations under this Agreement and to comply with its legal
obligations. The Participant’s refusal to provide personal data may affect the Participant’s ability to participate in the Plan. As such, by
participating in the Plan, the Participant voluntarily acknowledges the collection, processing and use, of the Participant’s Personal Information
as described herein.
(b)Stock Plan Administration Service Provider. The Company transfers participant data to Fidelity Stock Plan Services LLC, an
independent service provider based in the United States, which assists the Company with the implementation, administration and management
of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the
Participant’s Personal Information with another company that serves in a similar manner, including but not limited to, the Company's outside
legal counsel and/or the Company's auditor. The Stock Plan Administrator will open an account for the Participant to receive and trade Shares
acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan
Administrator, which is a condition to the Participant’s ability to participate in the Plan.
(c)International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Company can only
meet its contractual obligations to the Participant if the Participant’s Personal Information is transferred to the United States. The Company’s
legal basis for the transfer of the Participant’s Personal Information to the United States is to satisfy its contractual obligations under the terms
of this Agreement and/or its use of the standard data protection clauses adopted by the EU Commission.
(d)Data Retention. The Company will use the Participant’s Personal Information only as long as is necessary to implement, administer and
manage the Participant’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and
securities laws. When the Company no longer needs the Participant’s Personal Information, the Company will remove it from its systems. If the
Company keeps the Participant’s data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for
compliance with relevant laws or regulations.
(e)Data Subjects Rights. The Participant may have a number of rights under data privacy laws in the Participant’s country of residence
(and country of employment, if different). For example, the Participant’s rights may include the right to (i) request access or copies of personal
data the Company processes pursuant to this Agreement, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) request
restrictions on processing, (v) lodge complaints with competent authorities in the Participant’s country of residence (and country of employment,
if different), and/or (vi) request a list with the names and addresses of any potential recipients of the Participant’s Personal Information. To
receive clarification regarding the Participant’s rights or to exercise the Participant's rights, the Participant should contact the Participant's
local human resources department.
SWITZERLAND
NOTIFICATIONS
Securities Law Notice
Neither this document nor any other materials relating to the PSUs (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal
Act on Financial Services ("FinSA"), (ii) may be publicly distributed nor otherwise made publicly available in Switzerland to any person other than
an employee of the Company, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of
FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).
*********************************
Exhibit 10.23
07/07/2023
Robert Befidi [***]
Dear Robert,
I am delighted to extend you an offer of employment with DH Dental Employment Services LLC., (the “Company”) and am confident that your background and experience will allow
you to make major contributions to the Company. We look forward to welcoming you to our dynamic team. As we discussed, your position would be President, Nobel Biocare,
reporting to Amir Aghdaei, subject to periodic review.
Please allow this letter to serve as documentation of the offer extended to you.
Start Date: August 14, 2023
Work Location: Your work location will be your home office based in Dellwood, MN. However, you will be required to travel on a regular basis.
Base Salary: Your base salary will be paid at the annual rate of $550,000.00, subject to periodic review, and payable in accordance with the Company’s usual payroll practices.
Incentive Compensation: You are eligible to participate in the Company's Incentive Compensation Plan (ICP) with a target bonus of 70% of your annual base salary, subject to
periodic review. Normally, ICP payments are made during the first quarter of the following calendar year. This bonus is based on a Company Financial Factor and a Personal
Performance Factor which are determined each year. If you are hired on or before September 30th, you will be eligible for a pro-rated ICP bonus for the calendar year in which you
become employed.
Stock Options, RSUs & PSUs (Annual Equity): A recommendation will be made to the Compensation Committee of Envista’s Board of Directors to grant you an equity award as part of
its annual equity compensation program at its next regularly scheduled meeting after your Start Date at which equity awards are considered. The target award value of this grant will
be $850,000.00. After the initial award, you will be considered for annual equity awards under Envista Holdings Corporation 2019 Omnibus Incentive Plan (“The Plan”) depending on
factors such as, but not limited to, your job level and performance and the company’s eligibility criteria, which may change from time to time.
The target award value of any grant(s) is currently split between 25% in the form of Stock options and 25% in the form of restricted stock units (“RSUs”) and the remaining 50% in
the form of performance stock units (“PSU”). The RSUs & Stock options will vest 1/3rd on each of the first three anniversaries of the grant date. Your PSUs will vest on the third
anniversary of the grant date contingent on your continued employment through the vesting date and the satisfaction of performance through the end of fiscal year 2026. This equity
award will be solely governed by the terms and conditions set forth in The Plan and in the particular form of award agreement required to be signed with respect to each award.
Envista cannot guarantee that any RSUs, stock options or PSUs granted to you will ultimately have any particular value or any value.
RSUs (Sign-On Equity): A recommendation will be made to the Compensation Committee of Envista Holdings Corporation’s (“Envista”) Board of Directors to grant you a sign-on
equity award at its next regularly scheduled meeting after your Start Date at which equity awards are considered. The target award value of this sign-on grant would be
$1,100,000.00. In addition, you will be eligible annually for an equity award under Envista’s equity compensation program.
The target award value of any grant(s) will be solely restricted stock units (“RSUs”). This sign on equity award will vest 1/3rd on each of the first three anniversaries of the grant
date, and will be solely governed by the terms and conditions set forth in Envista’s applicable stock plan and in the particular form of award agreement required to be signed with
respect to each award.
Envista cannot guarantee that any RSUs or stock options granted to you will ultimately have any particular value or any value.
Signing Bonus: The Company will provide you a signing bonus equal to $600,000.00 that is payable in the first normal payroll date following the commencement of your employment
with the Company. If employee voluntarily terminates his employment with, or is terminated by the Company for cause (as defined in the Signing Bonus Repayment Agreement),
prior to January 1, 2024, employee shall repay the Company the full signing bonus received by employee ($600,000). If employee voluntarily terminates his employment with, or is
terminated by the Company for cause (as defined in the Signing Bonus Repayment Agreement), between January 1, 2024 and August 1, 2024, a portion of the signing bonus in the
total amount of $225,000 shall be repayable at a rate of 12.5% for each month ($28,125) from January 1, 2024 through to August 1, 2024 (the “Repayment Period”), prorated based
on the number of [days] remaining in the Repayment Period divided by the total number of [days] in the Repayment Period. Payment of this bonus is conditioned on your execution
of the enclosed Signing Bonus Repayment Agreement.
Supplemental Retirement / Deferred Compensation Benefit: You will be eligible to participate in Envista’s executive supplemental retirement/deferred compensation program. This
program is a nonqualified executive benefit designed to supplement retirement benefits that otherwise are limited by IRS regulations; and provide the opportunity for you to defer
taxation on a portion of your current income (base salary or ICP bonus or both). The terms of this program closely mirror those of the Company’s qualified 401(k) plan. Vesting
requirements and your participation in the program are subject to all of the terms and conditions set forth in the plan. Additional information on the program will be provided to you
by Fidelity after you join the Company.
Relocation: If Brea, CA headquarters is determined to be a more appropriate location for your role to be based in the future, the Company will provide you a one-time cash payment
of $360,000, as well as relocation benefits through Aires, our third-party relocation services company. A relocation decision will be made by the Company in 2024. If you are required
to relocate to Brea, CA, you will be given reasonable notice and the agreed upon moving date will be between June 1, 2024 and August 30, 2024.
Benefits: You will be eligible to participate in any associate benefit plan that the Company has adopted or may adopt, maintain, or contribute to for the benefit of its regular
employees generally, subject to satisfying any applicable eligibility requirements. You will be eligible to participate in our comprehensive health and other insurance benefits
immediately upon your first day of employment with the Company. You will be eligible to participate in our 401(k) retirement plan beginning on your first day of employment subject
to the applicable plan. Information about our various benefit programs is enclosed.
Permissive Time Off: We are pleased to offer a Permissive Time Off policy to our exempt employees. The permissive approach is a method for paid time off where you take time off
when you need it, without having to earn or accrue vacation or sick hours. You may take time off for vacation, sickness, personal business or achieving a work-life balance. You will
be required to coordinate all time off with your manager, while ensuring you meet your goals and objectives at a satisfactory level.
At-Will Employment: Nothing in this offer letter shall be construed as any agreement, express or implied, to employ you for any stated term. Your employment with the Company will
be on an at-will basis, which means that either you or the Company can terminate the employment relationship at any time and for any reason (or no reason), with or without notice.
Conditions of Employment Offer: This offer of employment is expressly conditioned upon successful completion of a background and reference check, a pre-employment/post offer
drug screen, and your execution and return of the following documents no later than the date stated in the acknowledgment below:
-
Criminal History Questionnaire
-
Certification of Compliance of Obligations to Prior Employers
-
Certification of Envista Holdings Corporation Code of Conduct
-
Agreement Regarding Fair Competition and Protection of Proprietary Interests
-
Signing Bonus Repayment Agreement
-
Relocation Repayment Agreement
Thank you for considering our offer. We anticipate that you will make a very strong contribution to the success of the Company and believe this is an excellent professional
opportunity for you. We look forward to the opportunity to work with you as we pursue our very aggressive goals.
I realize that a career decision such as this has a major impact on you and your family. If there is anything we can do, please do not hesitate to contact Marisa Terpkosh at
marisa.terpkosh@envistaco.com.
Sincerely yours,
/s/ Jim McGillivary
SVP, Envista Business Operations
Acknowledgement
Please acknowledge that you have read, understood and accept this offer by signing and returning it to me, along with the above referenced signed documents no later than
07/11/2023, and in no event after your employment start date.
Signature:
/s/ Robert Befidi, Jr.
Date: July 7, 2023
CERTIFICATION OF COMPLIANCE OF OBLIGATIONS TO PRIOR EMPLOYERS
I HEREBY CERTIFY THE FOLLOWING:
1.
I will not disclose to DH Dental Employment Services, LLC (the “Company”) or use in my work at the Company, any confidential information and/or trade secrets belonging
to others, including my prior employers.
2.
I have deleted or returned to my prior employer all hard copies of and electronic versions of confidential information of my prior employer. This includes checking my phone
(including texts, photographs, and note taking apps), personal email accounts, tablets, personal computers, personal cloud-based storage accounts, removable storage
drives, and any other source where I may have inadvertently retained confidential material from my prior employer. To the extent I inadvertently still have any materials
from my prior employer. I understand I need to notify the Legal Department immediately of their existence and location. I further understand I am not to access these files
in any way.
3.
Until such time as I am issued and receive a Company computer, in the interim I may use my personal computer in my work at the Company. I represent that my personal
computer is free from confidential information belonging to any 3rd party, including my prior employers. I understand that using my personal computer in my work at the
Company comes with a certain risks and in the event that Company requests to take an image of my computer or run a forensics analysis of the hard drive, I will comply
with this request.
4.
After my initial contact with the Company, I have not copied, downloaded, removed, taken pictures of, or e-mailed to myself improperly any confidential information
belonging to my prior employer.
5.
I have not retained any confidential information, records or documents in hard copies or an electronic format from a prior employer.
6.
I am not subject to any restrictive covenants or obligations that would prevent me from fully performing my duties for the Company.
7.
I will immediately inform my Supervisor at the Company and its designated legal representative, if any, in writing if I am asked to reveal any confidential information
belonging to others.
8.
I am being hired for my general skills and knowledge in the industry rather than any confidential or proprietary information that I may have had access to or possessed
prior to my relationship with the Company. I have been expressly told by the Company that it is not hiring me for any confidential information I may possess and that it
does not want me to reveal any confidential information belonging to others.
9.
I have been instructed by the Company to consult with my personal attorney before accepting employment with the Company and cannot rely upon any information
provided to me by the Company or its counsel regarding any obligations I may owe to any prior employer.
10.
I understand that I may be subject to discipline, including termination of my employment with the Company, if I have falsely certified the information herein or do not
follow the certifications I have made herein.
Signature:
/s/ Robert Befidi, Jr.
Date: July 7, 2023
Signing Bonus Repayment Agreement
This Signing Bonus Repayment Agreement (“Agreement”) must be signed by employee and received by the Human Resources Department of DH Dental Employment Services LLC.;
(the “Company”) as a condition of paying employee any signing bonus.
The Company will provide you a signing bonus equal to $600,000.00 that is payable in the first normal payroll date following the commencement of your employment with the
Company. If employee voluntarily terminates his employment with, or is terminated by the Company for cause (as defined below), prior to January 1, 2024, employee shall repay the
Company for the entire gross amount of the signing bonus received by employee ($600,000). If employee voluntarily terminates his employment with, or is terminated by the
Company for cause (as defined below), between January 1, 2024 and August 1, 2024, a portion of the signing bonus in the total amount of $225,000 shall be repayable at a rate of
12.5% for each month ($28,125) from January 1, 2024 through to August 1, 2024 (the “Repayment Period”), prorated based on the number of [days] remaining in the Repayment
Period divided by the total number of [days] in the Repayment Period.
Employee agrees and authorizes the Company to withhold any amount owed by Employee per the above, from any salary, wages, vacation pay, bonuses, expense reimbursements or
other form of compensation the Company owes Employee, to the extent permitted by applicable law. Additionally, Employee agrees that any amount owed (as defined above) to the
Company not collected from such withholding will be repaid to the Company within 30 days of the separation date.
Where feasible, the Company may be able to reverse a portion of the taxes paid if the repayment is made during the same calendar year the bonus was paid. Employee understands,
however, that the Company has no obligation to do so and that Employee is responsible for repaying the Company the full amount of the Signing Bonus payment made by the
Company consistent with the terms above. In any action to enforce this Agreement, the prevailing party will be entitled to its costs and reasonable attorney’s fees.
Nothing in this Agreement is intended to create a contract of employment between the Employee and the Company, or to modify the at- will basis of employee’s employment.
For purposes of this Agreement, termination for “cause” shall mean termination for a violation of Company policy or Code of Conduct, excessive absences, failure or refusal to
perform the job in a satisfactory manner, dishonesty, misconduct, or other intentional conduct that is detrimental to the business interests of the Company or has an adverse effect
on the name or public image of the Company, as determined at the Company’s sole discretion.
In the event that Employee receives payment(s) in excess of the bonus amount that they are eligible to receive, Employee shall promptly repay all such amounts to the Company,
unless expressly authorized in writing by the Company as an exception. In addition, Employee authorizes the Company to withhold such amounts from any payment(s) owed to
Employee, as described further below. If the excess payment(s) were caused by employee’s intentional misrepresentation or misconduct, employee may be subject to discipline by
the Company, up to and including termination of employment.
Envista Company/Employer: DH Dental Employment Services LLC.
Signature:
/s/ Robert Befidi, Jr.
Date: July 7, 2023
Human Resources
Print Name: Marisa Terpkosh Date: 07/07/2023
Exhibit 10.24
Nobel Biocare Services AG Tel +41 43 211 42 00
Human Resources Fax +41 43 211 42 42
Balz Zimmermann-Strasse 7 CH-8302 Kloten
Stefan Nilsson
(sent electronically)
Employment Offer
Dear Stefan,
We are pleased to extend to you an offer to join our organization as a President, Nobel Biocare. Below are the details of your
employment package:
Position: President, Nobel Biocare
Primary place of work: Kloten/Zürich, Switzerland
Commencement: to be confirmed
Remuneration
Annual Base Salary: CHF 500’000
Incentive Compensation Plan: 70% of annual base salary (Target Bonus)
Target Total Cash Compensation: CHF 850’000
Benefits
Executive Allowance: CHF 21’000 (annual, net)
Restricted Stock Units (RSUs): USD 850’000 (Recurring Equity Target)
Total Direct Compensation: CHF 1’629’929 (incl. net executive allowance)
Sign-on Benefits
Sign-on cash (gross): CHF 50’000
Sign-on equity (RSUs): USD 850’000 (equal vesting each year over 3 years)
Additional Benefits
Vacation: 5 days above mandatory annual leave
Insurance: sick-day and accidental insurance premiums paid by company Pension fund: tailored pension fund
policy for Leadership participants
Please review this offer and let us know if you have any questions or require further clarification. We look forward to the
opportunity to work together and welcome you in our company.
Sincerely,
Kloten, June 27, 2024.
Nobel Biocare Services AG
/s/ Suraj Satpathy
/s/ Natalia Hess
/s/ Daniel Puga Segura
Chief Human Resources Officer
VP Global Human Resources, Nobel Biocare
Systems
HR Director
Nobel Biocare Services AG
Phone:
+41 43 211 42 00
Human Resources
Fax:
+41 43 211 42 42
Balz Zimmermann-Strasse 7
CH-8302 Kloten
Management Employment Contract
This Management Employment Contract between Stefan Nilsson, , born on (hereinafter referred to as the „Employee“)
and
Nobel Biocare Services AG, Balz Zimmermann-Strasse 7, CH-8302 Kloten (hereinafter the „Employer“) sets out the following terms and
conditions:
Position
President, Nobel Biocare
Commencement and place of work
The employment shall commence on July 15, 2024.
The place of work is at the registered offices of the Employer.
Tasks
The tasks to be carried out by the Employee for the Employer are set out in the current job
description, which the Employer may update at any time
Level of employment
The Employee’s level of employment corresponds to 100% of the agreed contractual
working time.
Term and termination
The Contract is concluded for an indefinite period of time. The probation period is three
months. During the probation period, the Contract can be terminated by either party at any
time by giving seven calendar days’ notice.
After the end of the probation period, the Contract can be terminated by either party by
giving six months’ notice to the end of a month.
Base salary
The Employee shall receive an annual gross base salary of 500’000.00 CHF (100%),
payable in 12 equal monthly installments, prorated based on the level of employment, at
the end of each month.
Discretionary Incentive Compensation Plan (ICP)
Subject to the terms and conditions of the applicable Global Incentive Compensation Plan
(ICP) of the Employer and the corresponding Envista ICP Administrative Rules, the
Employee may be eligible to participate in the ICP with the opportunity to receive a
discretionary annual bonus (gratification within the meaning of Art. 322d Swiss Code of
Obligations [CO]) with a target of 70% of the annual base salary. The bonus (if any) will be
determined by the Employer, in its sole and absolute discretion, depending on the
achievement of certain financial and/or individual performance goals to be deter- mined by
the Employer and communicated to the Employee according to the relevant ICP, ICP Letter
and Envista ICP Administrative Rules on an annual basis.
The Employee's participation in the ICP, and the receipt of any bonus hereunder, is an
entirely discretionary incentive award by the Employer and is not considered a compo-
nent of the Employee's contractual remuneration. Unless otherwise expressly provided by
the ICP, the ICP Letter and the Envista ICP Administrative Rules, any pro rata pay- ment of
the bonus is excluded.
The Employee's participation in the ICP, or the receipt of any bonus hereunder, for any
given bonus period shall not confer any legal entitlement to the Employee to partici- pate in
the ICP or receive a bonus hereunder in the future, neither in principle nor with respect to
any amount. The Employer reserves the right to modify, replace, suspend or disband the
ICP and Envista ICP Administrative Rules at any time in its sole and abso- lute discretion.
For the avoidance of doubt, in case of any conflicts between the provisions of this clause
and the Employer's Employee Regulations, the provisions of this clause shall prevail.
Lump-sum expenses
The Employee will receive lump-sum expenses of CHF 21’000.00 per year. In case of
part-time employment, the lump-sum expenses shall be paid pro rata to the level of
employment. The regulation “Expense Policy for Management“ shall be part of this
contract.
Sign-on bonus
The Employer will provide you a signing bonus of gross CHF 50’000.00, subject to
applicable deductions and withholdings, that is payable in the first normal payroll date
following the commencement of your employment with the Employer.
Should you choose to leave Nobel Biocare for another opportunity outside Envista Group
within 24 months after starting, the Employer has the right to ask you to repay 100% of the
signing bonus.
Vacation entitlement
The entitlement to paid vacation per calendar year is 30 (100%) working days at the time
of commencement. In case of joining or leaving during the calendar year, the vacation
entitlement will be calculated on a pro rata basis.
Inventions and other rights to work results
The rights to inventions and designs produced by the Employee alone or in collaboration
with others in the course of her work for the Employer and in performance of her
contractual obligations belong to the Employer, whether or not they are or may be
protected.
The rights to inventions and designs produced by the Employee alone or in
collaboration with others in the course of her work for the Employer or relating to any
field of interest of the Employer but not produced in performance of her contractual
obligations are assigned to the Employer at the time of development, whether or not
they are or may be protected. The employer does have an option right to release
inventions and designs to the Employee. In case such inventions and designs are not
released upon explicit request of the Employee, the Employer shall pay him appropriate
remuneration.
Other rights to work results and all know-how produced by the Employee alone or in
collaboration with others or by using means or resources of the Employer in connection
with the course of her work for the Employer fully and exclusively belong to the
Employer. To the extent that work results are protected by copyrights (e.g. reports,
documentations, marketing material or software) the Employee assigns to the Employer
at the time of development all rights to such work results, in particular all copyrights and
rights of use including the worldwide rights to produce and reproduce, publish, use,
license or transfer, broadcast via any data carrier or online medium, modify, enhance
and develop new products based on such work results or parts thereof.
The Employee must immediately notify the Employer in writing of all such inventions
and designs. The Employee is obliged to take all reasonable measures and sign all
documents necessary to ensure the transfer of any such rights also after the time of
employment. Unless agreed otherwise, the Employee waives the right to be mentioned
as inventor or originator.
Duty of diligence and loyalty
The Employee is required to perform the work entrusted to her diligently, conscientiously
and in good faith to the best of her knowledge and ability. She must likewise comply with
the Employer’s regulations, rulings and instructions. The Employee must safeguard the
justified interests of the Employer with true loyalty.
The Employee is prohibited from engaging in any activity in the interests of a competitor
company throughout the employment relationship.
During the term of this Contract the Employee shall not make use of or disclose any
confidential information such as manufacturing and trade secrets of which she gets
knowledge in the course of her work for the Employer. This obligation shall survive the
termination of this Contract.
Non-competition clause
In his/her function, the Employee has knowledge of manufacturing and trade secrets or
of the Employer’s or any other Nobel Biocare group member company’s clientele. The
use of such knowledge might cause substantial harm to Nobel Biocare.
Therefore, during twelve months following termination of this Agreement, the Employee
shall not directly or indirectly engage in the fields of dental implantology, dental
prosthetics, digital dentistry and dental technology, and other restorative and esthetic
dentistry and dental solutions or conduct any other activities in competition to the
Employer or any other Nobel Biocare group member company, on a worldwide basis.
In particular, the Employee undertakes:
-
not to participate in or establish, directly or indirectly, financially or otherwise,
any enterprise which researches, develops, manufactures, markets, sells,
offers or distributes products or provides services in any of the above-
mentioned fields;
-
not to be active, fully or partially, for such an enterprise, be it as business of
his/her own or as an employee, partner, joint venture, agent, adviser or
otherwise;
-
not to directly or indirectly solicit or entice away any customer of the Employer
or any other Nobel Biocare group member company; customers, customer lists
and data are considered trade secrets and are to be kept strictly confidential
both during the employment relationship and, without limitation, beyond the
end of the employment;
-
not to directly or indirectly solicit or employ or otherwise engage any employee
of the Employer or any other Nobel Biocare group member company for the
benefit of himself/herself or any third party.
In the event of a breach of one or several of the above-mentioned obligations, the
Employer shall be entitled to claim liquidated damages in the amount of the
Employee’s most recent annual gross base salary (exclusive of Short and Long Term
Incentive). The payment of liquidated damages does not release the Employee from
such obligations. The Employer may, in addition to liquidated damages, claim further
damages and request that the Employee is enjoined from any further breach of this
provision (specific performance, “Realexekution”).
During the duration of the post-contractual prohibition of competition, the Employer will
pay the Employee a monthly compensation for non-competition (“Karenzvergütung”) of
100% of the Employee’s most recent monthly gross base salary (exclusive of Short and
Long Term Incentive). In case the monthly earnings of the Employee during the duration
of the post-contractual prohibition of competition, consisting of the compensation for
non-competition by the Employer and any new income gained by the Employee from a
new employer and/or gained from self-employment, exceeds the Employee’s most
recent monthly gross base salary (exclusive of Short and Long Term Incentive and any
other payments), the compensation for non-competition shall be reduced to the
difference to the most recent monthly gross base salary (exclusive of Short and Long
Term Incentive and any other payments). If the new monthly income gained from a new
employer or from self-employment equals or exceeds the Employee’s most recent
monthly gross base salary (exclusive of Short- and Long- Term Incentive and any other
payments) no compensation for non-competition shall be due. At the end of every
calendar month, the Employee shall inform the Employer in writing on his/her income
from any new employer and/or out of self-employment. If such information is not timely
provided by the Employee, the Employer is not obliged to pay the monthly
compensation for non-competition for the respective month. However, the Employee
nevertheless remains bound by the post-contractual prohibition of competition.
The Employer may waive the prohibition of competition at any time by giving a written
notice with a one month’s notice period as per the end of each month in which case the
compensation for non-competition shall not be owed.
Further employment conditions
The further employment conditions are set forth in the Employee Regulations Switzerland
as well as in the respective enclosures and in any other Nobel Biocare regulations
applicable on the employment relationship (including the Standards of conduct). Such
regulations are part of this Contract. The latest version of the abovementioned regulations
shall be relevant. In case of discrepancies between the provisions of this Contract and
such regulations the contractual provisions shall prevail.
Prerequisite condition
The granting of the required official permissions by the Swiss authorities (in particular
residence and work permit, visa etc.) is a prerequisite condition for the validity of this
Contract.
Applicable law
This Contract is subject to the substantive laws of Switzerland
Kloten, June 27, 2024
Nobel Biocare Services AG
/s/ Suraj Satpathy
/s/ Natalia Hess
/s/ Daniel Puga Segura
Suraj Satpathy
Natalia Hess
Daniel Puga Segura
Chief Human Resource Officer
VP Global Human Resources, Nobel Biocare Systems
HR Director
/s/ Stefan Nilsson
Granna, Sweden
June 28, 2024
Stefan Nilsson
Place
Date
Enclosures:
-
Employee Regulations Switzerland
-
Incentive Compensation Plan (ICP)
-
Standard of Conduct
-
Role Profile
-
General Expense Policy Switzerland
-
Pension Plan Vita Joint Foundations, ZÜRICH
-
Form Free Choice Plan for Entries
Exhibit 10.26
FIRST AMENDMENT
TO THE
ENVISTA HOLDINGS CORPORATION
EXCESS CONTRIBUTION PROGRAM
WHEREAS, Envista Holdings Corporation (the “Company”) previously established and currently maintains the Envista
Holdings Corporation Excess Contribution Program (the “ECP”) to provide supplemental retirement benefits on a pre-tax basis in
excess of qualified plan limitations to select management employees of the Company and its subsidiaries;
WHEREAS, the ECP was originally established as a sub-plan under the Envista Holdings Corporation 2019 Omnibus Incentive
Plan; however, effective January 1, 2025, the ECP will be part of the Envista Holdings Corporation Deferred Compensation Plan (as
amended and restated effective January 1, 2025, the “DCP”) and no longer a sub-plan under the Envista Holdings Corporation 2019
Omnibus Incentive Plan;
WHEREAS, pursuant to Section 8.1 of the ECP, the Company is authorized to amend the ECP at any time; and
WHEREAS, the Company now desires to amend the ECP to make clear that the ECP in its current form will be frozen effective
as of January 1, 2025 when it will become part of the DCP.
NOW, THEREFORE, the ECP hereby is amended as follows:
1. Notwithstanding any provision of the ECP to the contrary, Article VIII of the ECP is amended by adding the following new
Section 8.3 at the end thereof:
8.3 Freeze of Program; Continuation of Program as Part of the DCP. Notwithstanding any provision in
the Program to the contrary, effective on January 1, 2025, the Program as in effect prior to January 1, 2025
shall be frozen, and the Program will be part of the DCP (as amended and restated effective January 1,
2025) and will no longer be a sub-plan under the Envista Holdings Corporation 2019 Omnibus Incentive
Plan.
2. Except as hereinabove amended, the ECP shall remain in full force and effect.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the Company has caused this First Amendment to the Envista Holdings Corporation Excess
Contribution Program to be executed this 20th day of November, 2024.
ENVISTA HOLDINGS CORPORATION
By:
/s/ S. Daniel Meade
Name:
S. Daniel Meade
Title:
Vice President, Global Rewards
2
Exhibit 19.1
ENVISTA HOLDINGS CORPORATION
INSIDER TRADING POLICY
(Amended and Restated as of February 27, 2023)
1. BACKGROUND AND PURPOSE
The U.S. federal securities laws prohibit all directors and employees of Envista Holdings Corporation and its subsidiaries (collectively,
“Envista” or the “Company”) from purchasing or selling Company securities on the basis of material non-public information concerning the
Company, or from tipping material non-public information to others. These laws impose severe sanctions on individuals who violate them. In
addition, the U.S. Securities and Exchange Commission (“SEC”) has the authority to impose large fines on the Company and on the Company’s
directors, executive officers and controlling stockholders if the Company’s employees engage in insider trading and the Company has failed to take
appropriate steps to prevent it (so-called “controlling person” liability).
The purpose of this Policy is to help ensure that Envista’s directors and employees comply with all applicable laws regarding securities
trading. This Policy applies to (i) all directors and employees of Envista, (ii) all family members of any Envista director or employee who shares the
same address as, or is financially dependent on, such director or employee and any other person (other than a tenant or employee) sharing such
director’s or employee’s household (collectively, “Immediate Family Members”), and (iii) all entities (other than the Company) as to which any of
the persons referenced in clauses (i) and (ii) above exercises voting or investment control over Envista securities (collectively, “Controlled
Entities”). The persons and entities described in clauses (i) through (iii) above are referred to as the “Envista Personnel.” Nothing in this Policy
applies to transactions by the Company itself. This Policy applies to all Envista securities (e.g., common stock, bonds, stock options and other
derivative securities), not just Envista common stock, but does not apply to transactions in broad-based mutual funds.
2. DEFINITION OF TERMS
The following defined terms are used in this Policy:
2.1 Material Non-Public Information. Information concerning Envista is considered material if there is a substantial likelihood that a reasonable
shareholder would consider the
Envista Holdings Corporation Insider Trading Policy
information important in making a decision to buy or sell Envista securities. Information relating to Envista is considered non-public until two full
business days after it has been widely disseminated to the public through a broadly disseminated press release and/or a report filed or furnished with
the SEC. Material Non-Public Information refers to material information that is non-public.
2.2 Purchase or Sale. For purposes of this policy, a purchase or sale of Envista securities shall be deemed to occur at the time the person becomes
irrevocably committed to it (for example, in the case of an open-market purchase or sale, this occurs when the trade is executed, not when it settles).
For purposes of this policy, purchases and sales of Envista securities may include, without limitation (i) transactions in Envista securities held in
joint accounts or accounts of Controlled Entities, (ii) transactions in Envista securities as to which the Envista Personnel acts as trustee, executor or
custodian, and (iii) transactions in Envista securities for the benefit of any Envista Personnel.
3. REQUIREMENTS APPLICABLE TO ALL ENVISTA PERSONNEL
3.1 Prohibited Activities. Except as provided in Section 3.2, no Envista Personnel may:
•
purchase or sell any securities of the Company while he or she is aware of any Material Non-Public Information or recommend to another
person that they do so;
•
communicate, “tip” or disclose Material Non-Public Information to (i) persons within Envista whose jobs do not require them to have such
information, or (ii) persons outside Envista unless such disclosure is made in accordance with Envista policies concerning the use and
disclosure of confidential information and in accordance with the job responsibilities of the Envista Personnel who is disclosing such
information;
•
purchase or sell any securities of another company while he or she is aware of any material non-public information concerning such other
company which he or she learned in the course of his or her service as an Envista director or employee (“Other Company MNPI”), or
recommend to another person that they do so; or
•
communicate, “tip” or disclose Other Company MNPI to (i) persons within Envista whose jobs do not require them to have such
information, or (ii) persons outside Envista unless such disclosure is made in accordance with Envista policies concerning the use
Examples of material information with respect to a given company may include, but are not limited to: (1) Financial performance, particularly
quarterly and year-end revenue and earnings, (2) company projections that differ significantly from external expectations, (3) business plans or
strategies, (4) a significant change in management, (5) significant regulatory actions or developments, significant actual or potential litigation, or the
resolution of the same, (6) a major contract award or cancellation of an existing, major contract, (7) introduction of a material new product,
technology or service or material developments with respect to existing products, technologies and services, (8) the gain or loss of material
customers or suppliers, (9) changes in critical accounting policies or practices, (10) extraordinary borrowings or liquidity problems, (11) a potential
material merger, acquisition, divestiture, joint venture, or other transaction for which the company has entered into an agreement in principle or a
letter of intent, (12) a planned offering or sale of the company's securities, (13) a material change in dividend policy, (14) the declaration of a stock
split, (15) a significant change in the company’s credit rating, or (16) a significant disruption in the company's operations or loss, potential loss,
breach or unauthorized access of its property or assets, including its facilities and information technology infrastructure.
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Envista Holdings Corporation Insider Trading Policy
and disclosure of confidential information and in accordance with the job responsibilities of the Envista Personnel who is disclosing such
information.
3.2. Exceptions. The prohibitions set forth in Section 3.1 do not apply to:
•
exercises or vestings of stock options or other equity awards under any Envista equity compensation plan or the surrender of shares to the
Company in payment of the exercise price or in satisfaction of any tax withholding obligations, in each case in a manner permitted by the
applicable plan and award agreement (provided, however, that the securities so acquired may not be sold while the person is aware of
Material Non-Public Information or (in the case of Blackout Personnel) during a blackout period);
•
acquisitions into the Envista securities fund under the Company’s 401(k) plan which are made pursuant to standing instructions not entered
into or modified while the Envista Personnel is aware of Material Non-Public Information or (with respect to Blackout Personnel) subject to
a blackout period;
•
transactions made pursuant to a written plan or contract that complies with the terms of Rule 10b5-1(c) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and Envista’s Policy Regarding 10b5-1 Trading Plans, attached as Appendix B to this Policy;
•
purchases of securities from Envista or sales of securities to Envista; and
•
other transactions to the extent authorized in advance by Envista’s General Counsel.
3.3 No Short Sales or Transactions in Derivatives of Envista’s Securities. All Envista Personnel are prohibited from engaging at any time in:
•
short sales of Envista common stock (i.e., selling more Envista shares than one owns, a technique used to speculate on a decline in stock
price); or
•
transactions in any derivative of an Envista security, including, but not limited to, buying or selling puts, calls or other options (except for
instruments granted under an Envista equity compensation plan).
4. ADDITIONAL REQUIREMENTS APPLICABLE TO CERTAIN DIRECTORS, OFFICERS AND EMPLOYEES
4.1 Persons Subject to Preclearance. The pre-clearance requirements set forth in Section 4.2 apply at all times to (i) all directors and officers of
Envista, (ii) those employees privy to financial information and/or other material nonpublic information about the Company, and (iii) any other
associates notified from time to time by the Compliance Officer, and in each of case (i) – (iii), all Immediate Family Members and all Controlled
Entities of such persons (collectively, “Preclearance Personnel”).
4.2 Preclearance Requirements. No Preclearance Personnel may purchase or sell (or otherwise make any transfer, gift, pledge or loan of)
securities of the Company (other than in a transaction permitted under Section 3.2, although directors and executive officers must notify the
Compliance Office before entering into a transaction permitted under Section 3.2), unless such person preclears the transaction with the Compliance
Officer. The Compliance Officer may not buy or sell (or otherwise make any transfer, gift, pledge or loan of) Envista securities unless the
transaction has been approved by Envista’s Chief Financial Officer or General Counsel. A
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Envista Holdings Corporation Insider Trading Policy
request for preclearance must be made in accordance with the procedures set forth on Appendix A. The Compliance Officer shall have sole
discretion to decide whether to clear any contemplated transaction. All trades that are pre-cleared must be effected within five business days
following receipt of the preclearance (unless a specific exception has been granted by the Compliance Officer). A precleared trade (or any portion of
a precleared trade) that has not been effected during such period must be precleared again prior to execution. Notwithstanding receipt of
preclearance, if the person who received the preclearance becomes aware of Material Non-Public Information or becomes subject to a blackout
period before the transaction is effected, the transaction may not be completed. The fact that a particular intended trade has been denied preclearance
should be treated as Material Non-Public Information.
4.3. Persons Subject to Regular Blackout Periods. The provisions of Section 4.4 apply to (1) all Preclearance Personnel, and (2) all presidents,
chief financial officers and general counsels (including their respective Immediate Family Members and Controlled Entities) of each business unit
that reports directly to the Envista corporate office and accounted for five percent (5%) or more of Envista's total revenues during the most recently
completed Envista fiscal year, as well as any other associates notified from time to time by the Compliance Officer (collectively, the “Blackout
Personnel”).
4.4 Regular Blackout Periods. Except as provided in Section 3.2 or as approved in advance by Envista’s Chief Financial Officer or General
Counsel, no Blackout Personnel may purchase or sell any securities of the Company during the period beginning on the tenth day of the last
calendar month of any Envista fiscal quarter and ending upon the completion of the second full trading day after the public announcement of
earnings for such quarter (a “regular blackout period”).
4.5 Special Blackout Periods. The Company may from time to time notify the Blackout Personnel and/or other specified employees that an
additional blackout period (a “special blackout period”) is in effect in view of significant events or developments involving the Company. In such
event, except as provided in Section 3.2 or as approved in advance by Envista’s Chief Financial Officer or General Counsel, no such individual may
purchase or sell any securities of the Company during such special blackout period or inform anyone else that a special blackout period is in effect.
(In this policy, regular blackout periods and special blackout periods are each referred to as a “blackout period.”)
4.4 Regulation BTR Blackout Period. If Envista is required to impose a “pension fund blackout period” under Regulation BTR under the
Sarbanes-Oxley Act, no Envista director or executive officer shall, directly or indirectly sell, purchase or otherwise transfer during such blackout
period any Envista equity securities acquired in connection with his or her service as a director or officer of Envista, except as permitted by
Regulation BTR.
5. RULE 144 AND SECTION 16 REQUIREMENTS APPLICABLE TO INSIDERS
The U.S. securities laws impose additional requirements on certain transactions by corporate “insiders.”
5.1 General Overview of Section 16. Section 16 of the Exchange Act (“Section 16”), applies to every person who is the beneficial owner of more
than 10% of the outstanding common stock of Envista and to each director and “officer” of Envista (as defined in Rule 16a-1(f) of the
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Envista Holdings Corporation Insider Trading Policy
Exchange Act) for purposes of Section 16, which designation typically includes Envista’s executive officers and principal accounting officer or, if
there is no principal accounting officer, controller (collectively, “Section 16 Insiders”). The following is a brief summary of Section 16:
•
Section 16(a) requires insiders to electronically file public reports of their transactions involving Envista equity securities. You should
assume that any instrument that derives its value from an equity security of Envista could be considered an equity security under Section 16.
•
Section 16(b) provides that any profit realized by a Section 16 Insider from any “short-swing” transactions (i.e., any purchase and sale, or
sale and purchase, of any Envista equity security within less than six months) is recoverable by Envista.
•
Section 16(c) prohibits short sales by Section 16 Insiders of equity securities of Envista.
•
Section 16(a) requires an insider, upon becoming a Section 16 Insider, to file with the SEC an initial report on Form 3 disclosing his or her
beneficial ownership of all equity securities of Envista. To keep this information current, Section 16(a) also requires Section 16 Insiders to
report all subsequent transactions involving Envista equity securities on Form 4 before the end of the second business day following the day
on which the subject transaction has been executed.
•
Any late or delinquent Section 16 filings are required to be reported in Envista’s proxy statement in a separate captioned section, naming the
name of the person who was delinquent. In addition, the SEC has been granted broad authority under the Exchange Act to seek “any
equitable relief that may be appropriate or necessary for the benefit of investors” for violations of any provisions of the securities laws, and
any failure to comply with the requirements of Section 16 may result in an SEC enforcement action against the person who fails to comply.
5.2 Section 16 Notification and Certification Procedures. In addition to the preclearance requirements referenced in Section 4.2, each Section
16 Insider must notify the Compliance Officer by sending an email prior to executing any of the transactions set forth in Section 3.2 (and must also
notify the Compliance Officer following completion of the transaction). In addition, as part of the D&O Questionnaires completed annually by each
Section 16 Insider, all Section 16 Insiders are required to certify that they have complied with Section 16(a) and have made all required Section 16
filings.
5.3 Applicability of Section 16 Following Termination. Under certain circumstances, transactions after a Section 16 Insider ceases to be a
director or officer of Envista may also be subject to and reportable under Section 16. Generally, if after ceasing to be a director or officer of Envista,
the Section 16 Insider engages in a non-exempt transaction involving Envista equity securities which occurs within a period of less than six months
of a non-exempt, opposite-way transaction, the transaction would be subject to Section 16 and would need to be reported. Please contact the
Compliance Officer upon termination of Section 16 Insider status for further guidance on compliance with Section 16 requirements.
5.4 Form 144. Sales by “affiliates” (including directors, executive officers, and 10% or greater stockholders) are subject to Rule 144 requirements
under the Securities Act of 1933, including volume limitations, holding periods, “manner of sale” conditions, and reporting with
Certain, limited transactions are eligible for reporting on a deferred, year-end basis on Form 5. In addition, certain employee benefit plan transactions involving discretionary
transactions where the reporting person does not select the date of execution, are not required to be reported until the second business day following the date the reporting person is
notified of the transaction, as long as such notice is delivered not later than the third business day after the trade date.
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Envista Holdings Corporation Insider Trading Policy
the SEC. The legal obligation to file these reports and comply with the related rules rests on the individual “affiliate”. Brokers or financial advisors
generally will assist such persons in the preparation and filing of a Form 144 with the SEC.
6. REPORTING VIOLATIONS; PENALTIES FOR VIOLATION
6.1 Reporting Violations. Anyone who is subject to this Policy and who violates this Policy or any applicable laws referenced herein, or becomes
aware of any violation of this Policy or of the applicable laws referenced herein, must report the violations immediately to the Compliance Officer.
6.2 Penalties for Violations. Violation of any provision of this Policy is grounds for disciplinary action by the Company, up to and including
termination of employment.
7. GENERAL INFORMATION
7.1 Compliance Officer. The Insider Trading Compliance Officer (the “Compliance Officer”) shall be designated by Envista’s General Counsel.
Please direct all inquiries regarding any provisions or procedures of this Policy or the requirements of applicable laws to the Compliance Officer.
7.2 Assistance. The Company will provide reasonable assistance to all directors and executive officers, as requested, in connection with the filing
of Forms 3, 4 and 5 under Section 16 of the Exchange Act. However, the ultimate responsibility, and liability, for timely filing remains with each
director and executive officer, and each director and executive officer is responsible for ensuring his or her transactions do not give rise to “short
swing profit” liability under Section 16.
7.3 Limitation on Liability. None of the Company, the General Counsel, the Compliance Officer or any of the Company’s other employees will
have any liability for any delay in reviewing, or refusal of, a request for preclearance submitted pursuant to Section 4.2 or for any other action
related to this Policy. Notwithstanding any preclearance of a transaction pursuant to Section 4.2 or notice of a transaction pursuant to Section 5.2,
none of the Company, the General Counsel, the Compliance Officer or the Company’s other employees assumes any liability for the legality or
consequences of such transaction to the person engaging in or adopting such transaction.
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Envista Holdings Corporation Insider Trading Policy
APPENDIX A
TRADING PRECLEARANCE PROCEDURES
1. You must submit all preclearance requests to the Compliance Officer by email. You should submit preclearance requests at least one business
day before your intended trade date.
2. Your preclearance request should (1) briefly describe the proposed transaction (e.g., an open market sale of shares, a cashless sell-all option
exercise, etc.), and (2) indicate the number of options or shares that are the subject of the proposed transaction. Your preclearance request must also
include the following language:
By submitting this request to preclear a transaction in or relating to securities of Envista Holdings Corporation, I certify that (1) I
have read and understand Envista’s Insider Trading Policy, (2) I am not aware of any material non-public information relating to
Envista Holdings Corporation or any of its subsidiaries, and (3) this proposed transaction will be effected in full compliance with
Envista’s Insider Trading Policy and applicable law. I agree that if I (i) become aware of any material non-public information about
Envista Holdings Corporation or any of its subsidiaries, or (ii) become subject to a blackout period, in each case at any time after
my proposed transaction is precleared and before it is fully executed, I will immediately stop the proposed transaction and contact
Envista’s Compliance Officer.
3. In addition, any preclearance request by a Section 16 Insider must also indicate whether the insider has effected any non-exempt, “opposite-
way” transactions within the past 6 months.
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Envista Holdings Corporation Insider Trading Policy
APPENDIX B
ENVISTA HOLDINGS CORPORATION POLICY REGARDING 10B5-1 TRADING PLANS
The U.S. federal securities laws prohibit employees and directors of a publicly-traded company from selling company securities while
aware of material non-public information about the company. Securities Exchange Act Rule 10b5-1 effectively establishes a safe harbor from the
application of these laws. The safe harbor allows sales to be made even if a person is aware of material non-public information at the time the sale
occurs, as long as he or she can demonstrate, among other requirements, that the sale occurred pursuant to (1) a binding contract, specific instruction
or written plan, that (2) was put into place at a time when he or she was not aware of material non-public information. Trading plans that are
established to take advantage of the Rule 10b5-1 safe harbor are known as “10b5-1 trading plans” or simply as “trading plans” or “plans.”
10b5-1 trading plans can be an effective tool in helping public company insiders diversify their holdings of company stock while complying
with the U.S. federal securities laws. It is critically important, however, that persons entering into such plans act in good faith and comply with
applicable Securities and Exchange Commission (“SEC”) rules and regulations regarding trading plans. Accordingly, Envista Holdings Corporation
(the “Company”) has adopted the following requirements that directors, officers and other employees (referred to collectively as “associates”) must
comply with in establishing, amending, operating and terminating a 10b5-1 trading plan.
1. Implementation. No trading plan may be implemented or materially amended:
•
while the associate is aware of material, non-public information; or
•
during a period that is designated as a regular or special blackout period under the Company’s Insider Trading Policy.
2. Structure. All trading plans must be in writing and structured so that the plan:
•
specifies the amount, price and date of the transaction;
•
includes a written formula, algorithm or computer program for determining the amount of securities to be sold and the price at
which and the date on which the securities are to be sold; or
•
precludes the associate from exercising any subsequent influence over how, when or whether to effect sales.
3. Envista review/notice. All proposed trading plans and any proposed amendments or termination of current trading plans must be
submitted to the Company’s Compliance Officer for review at least five days prior to effectuating any such action, to ensure compliance with this
Policy and the Company’s Insider Trading Policy and, in the case of executive officers subject to Section 16 reporting and directors (collectively,
“Section 16 Insiders”), to allow the Company to disclose such plan or termination of a plan with the SEC.
4. Cooling-off periods. No transaction may be made under any trading plan:
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Envista Holdings Corporation Insider Trading Policy
•
with respect to Section 16 Insiders, until at least the later of (i) 90 days following the adoption of the trading plan and (ii) two
business days following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the completed fiscal
quarter in which the trading plan was adopted (but not to exceed 120 days following the adoption of the trading plan); or
•
with respect to persons who are not Section 16 Insiders, within the first 30 days following the adoption of the trading plan.
If a trading plan is terminated prior to its expiration date, the associate may not effectuate any transactions under a subsequent trading plan until the
applicable cooling off period set forth above has passed. Similarly, modifications to an existing trading plan relating to the amount, price, or timing
of the purchase or sale (or the written formula or algorithm or computer program that affects the amount, price or timing of the purchase or sale) will
be treated as a termination of the plan and the entry into a new trading plan and, accordingly, will require a new cooling off period.
5. Suspension or Termination at the Company’s Request. All trading plans must permit the associate establishing the plan to suspend
transactions under the plan, or terminate the plan, at any time at the request of the Company in order to comply with any applicable legal or
contractual limitations.
6. No Hedging. An associate will lose the availability of 10b5-1’s affirmative defense if he or she enters into or alters a corresponding or
hedging transaction with respect to the Company’s securities. In addition, the Company’s Insider Trading Policy prohibits associates from engaging
in any transactions in any derivatives of an Envista security.
7. Disclosure obligations. The reporting obligations of directors and executive officers under Rule 144 and Section 16 apply to sales made
under trading plans in essentially the same way they apply to other sales. Effective April 1, 2023, for transactions under a trading plan, Section 16
Insiders must (i) check a box on Forms 4 and 5 indicating that the transaction is pursuant to a plan intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) and (ii) disclose the date of adoption of the plan. As a result, it is important to ensure that the brokers who administer
trading plans for Company associates immediately inform the Company’s Compliance Officer of any trades that occur under such plans.
8. Other requirements. Associates establishing trading plans are also required to comply with the following additional practices:
•
All persons entering into a trading plan must act in good faith with respect to the plan.
•
Section 16 Insiders must include a representation in the trading plan certifying that, at the time of the adoption of a new or modified
trading plan: (1) they are not aware of material nonpublic information about the Company or its securities; and (2) they are adopting
the contract, instruction, or plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5.
•
Associates may only have one trading plan in effect with respect to the open-market purchase or sale of any Company securities
held by the associate, except associates may simultaneously maintain two trading plans if:
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Envista Holdings Corporation Insider Trading Policy
o
trading under the later-commencing plan is not authorized to begin until after all trades under the earlier-commencing plan
are completed or expire without execution. If the earlier plan is terminated early, trading under the later plan cannot
commence until the applicable cooling off period has run from the termination date of the earlier plan; or
o
permitted by SEC rules.
•
Trading plans designed to cover a single trade are limited to one plan per 12-month period.
•
Associates may not engage in transactions involving Company securities outside the plan while the plan is in effect.
•
All trading plans must have a duration of not less than six months nor more than 18 months, except as otherwise approved by the
Compliance Officer.
•
Exercise caution in terminating a trading plan before its scheduled expiration date, since any such termination could call into
question whether the plan was entered into in good faith and could result in a loss of the 10b5-1 safe harbor for trades previously
made under the plan. Note that, effective April 1, 2023, the Company is required to disclose, in its quarterly reports with the SEC,
the termination (including a modification relating to the amount, price, or timing of a purchase or sale, which constitutes a
termination) of a trading arrangement by a Section 16 Insider, including the date of termination of the plan. As set forth in Section 3
above, all associates must provide the Compliance Officer with at least five days prior notice if an associate intends to terminate a
plan prior to its scheduled expiration date.
•
Otherwise comply with the applicable requirements of Rule 10b5-1 under the Securities Exchange Act.
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Exhibit 21.1
SUBSIDIARIES OF ENVISTA HOLDINGS CORPORATION
A list of certain subsidiaries of Envista Holdings Corporation is set forth below, indicating as to each the state or jurisdiction of organization. Subsidiaries not
included in the list are omitted because, in the aggregate, they are not significant as permitted by Item 601(b)(21) of Regulation S-K.
Name
Jurisdiction of Organization
Dental Imaging Technologies Corporation
California
Implant Direct Sybron International LLC
Nevada
Kerr Corporation
Delaware
Metrex Research, LLC
Wisconsin
Nobel Biocare Deutschland GmbH
Germany
Nobel Biocare Services AG
Switzerland
Nobel Biocare USA LLC
Delaware
Ormco BV
Netherlands
Ormco Corporation
California
PaloDEx Group OY
Finland
EH Germany GmbH
Germany
DH Dental Employment Services LLC
Delaware
DH Dental Business Services LLC
Delaware
Spofa Dental a.s.
Czech Republic
Carestream Dental Technology Limited
United Kingdom
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration statement (Form S-8 No. 333-282219) pertaining to the Envista Holdings Corporation Deferred Compensation Plan,
(2) Registration Statement (Form S-8 No. 333-233810) pertaining to the Envista Holdings Corporation 2019 Omnibus Incentive Plan, the
Envista Holdings Corporation Deferred Compensation Plan, the Envista Holdings Corporation Savings Plan, and the Envista Holdings
Corporation Union Savings Plan, and
(3) Registration Statement (Form S-8 No. 333-262985) pertaining to the Envista Holdings Corporation Savings Plan and the Envista Holdings
Corporation Deferred Compensation Plan;
of our reports dated February 13, 2025, with respect to the consolidated financial statements and schedule of Envista Holdings Corporation, and the
effectiveness of internal control over financial reporting of Envista Holdings Corporation included in this Annual Report (Form 10-K) of Envista
Holdings Corporation for the year ended December 31, 2024.
/s/ Ernst & Young LLP
Irvine, California
February 13, 2025
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul Keel, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Envista Holdings Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 13, 2025
/s/ Paul Keel
Paul Keel
President and Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Eric Hammes, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Envista Holdings Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 13, 2025
/s/ Eric Hammes
Eric Hammes
Senior Vice President and Chief Financial Officer
Exhibit 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul Keel, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on
Form 10-K of Envista Holdings Corporation for the fiscal year ended December 31, 2024, fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of Envista Holdings Corporation as of and for the periods presented in the Report.
Date: February 13, 2025
/s/ Paul Keel
Paul Keel
President and Chief Executive
Officer
I, Eric Hammes, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on
Form 10-K of Envista Holdings Corporation for the fiscal year ended December 31, 2024, fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of Envista Holdings Corporation as of and for the periods presented in the Report.
Date: February 13, 2025
/s/ Eric Hammes
Eric Hammes
Senior Vice President and
Chief Financial Officer