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EXHIBIT 10.1




SENSIENT TECHNOLOGIES CORPORATION

1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN




Adopted November 11, 1999, as amended November 6, 2000 and July 17, 2008




Section 1. Establishment, Purpose and Effective Date of Plan.




     1.1 Establishment. Sensient Technologies Corporation, a Wisconsin corporation, hereby
establishes the “SENSIENT TECHNOLOGIES CORPORATION 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN”
(the “Plan”) which, provides for the grant of Stock Options to Non-Employee Directors of the
Company.



     1.2 Purpose. The purpose of this Plan is to advance the interests of the Company by
encouraging and providing for the acquisition of an equity interest in the Company by Non-Employee
Directors, and by enabling the Company to attract and retain the services of directors upon whose
judgment, interest and special effort the successful conduct of its operations is largely
dependent.



     1.3 Effective Date. This Plan shall become effective on the Effective Date.



Section 2. Definitions.




     2.1 Definitions. Whenever used herein, the following terms shall have the respective meanings
set forth below:




     (a) “Award” means any Option or any other benefit conferred under the terms hereof.




     (b) “Board” means the Board of Directors of the Company.




     (c) “Code” means the Internal Revenue Code of 1986, as amended.




     (d) “Committee” means the Nominating Committee of the Board.




     (e) “Company” means Sensient Technologies Corporation, a Wisconsin corporation, and
its subsidiaries.




     (f) “Effective Date” means January 27, 2000, or such other date that this Plan is
approved by the shareholders of the Company at an annual or special meeting thereof by a
simple majority of the number of shares represented at such meeting in person or by proxy.




     (g) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



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     (h) “Fair Market Value” means the closing price of a share of Stock on the date of the
Award on the New York Stock Exchange as reported on the composite list used by the Wall
Street Journal for reporting stock prices, or if no such sale shall have been made on that
day, on the last preceding day on which there was such a sale.




     (i) “Non-Employee Director” means any individual who is a “non-employee director”
within the meaning of Rule 16b-3 under the Exchange Act.




     (j) “Option” means the right to purchase Stock at a stated price for a specified
period of time. No Options granted pursuant to this Plan are intended to qualify as
“incentive stock options” within the meaning of Section 422(b) of the Code; all Options
granted pursuant to this Plan are therefore considered “non-statutory stock options.”




     (k) “Participant” means any individual who is granted Options pursuant to this Plan.




     (l) “Stock” means the Common Stock of the Company, par value of $0.10.



     2.2 Gender and Number. Except when otherwise indicated by the context, words in the masculine
gender when used in this Plan shall include the feminine gender, the singular shall include the
plural and the plural shall include the singular.


Section 3. Eligibility and Participation. Participants in this Plan shall include each member of
the Board who is a Non-Employee Director at the time Options are granted pursuant to this Plan.




Section 4. Administration.




     4.1 Administration. This Plan shall be administered by the Committee.



     4.2 Powers and Authority of the Committee. The Committee, by majority action thereof, shall
have complete and sole authority to:



          (a) interpret this Plan and apply its provisions, and prescribe, amend and rescind rules,
regulations, procedures, and forms relating to this Plan;




          (b) authorize any person to execute, on behalf of the Company, any instrument required to
carry out the purposes of this Plan;




          (c) amend any outstanding agreement relating to any Award, subject to applicable legal
restrictions and to the consent of the Participant who entered into such agreement; and




          (d) make all other determinations and take all other actions deemed necessary or advisable for
the administration hereof and provide for conditions and




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assurances deemed necessary or advisable to protect the interests of the Company in connection
herewith;



but only to the extent that any of the foregoing are not contrary to the express provisions hereof.
Determinations, interpretations or other actions made or taken by the Committee pursuant to the
provisions hereof shall be final, binding and conclusive for all purposes and upon all persons. The
Committee’s decisions need not be uniform and may be made selectively among Participants, whether
or not they are similarly situated.




     Notwithstanding the foregoing, the Committee shall have no discretion or authority to: (i)
designate Participants to receive Awards; (ii) determine the number of shares of Stock to be
covered by Awards granted to Participants; (iii) determine the terms and conditions of any Award
granted to any Participant relating to the vesting, exercise or expiration of Options over a period
of time; or (iv) prescribe the consideration for the grant of each Award hereunder and determine
the sufficiency of such consideration, which matters shall be as hereinafter provided.



     4.3 Composition of the Committee. The Committee shall consist of not less than two members of
the Board who shall be appointed by the Board.



Section 5. Stock Subject to Plan.




     5.1 Number. The total number of shares of Stock reserved and available for issuance under this
Plan shall initially be two hundred fifty thousand (250,000). The number of shares of Stock
reserved and available for issuance hereunder shall be subject to adjustment upon occurrence of any
of the events indicated in Subsection 5.3 hereof. The shares to be issued under this Plan may
consist, in whole or in part, of authorized but unissued Stock or treasury Stock, not reserved for
any other purpose.



     5.2 Unused Stock. In the event any shares of Stock that are subject to an Award cease to be
subject to such Award (whether due to expiration, cancellation, termination, forfeiture, or
otherwise) without such shares of Stock being issued or cash being paid to the Participant, then
the shares of Stock subject to such Award shall again become available for future Awards hereunder.



     5.3 Adjustment in Capitalization. In the event of any change in the outstanding shares of
Stock that occurs, whether prior to or after the Effective Date, by reason of a Stock dividend or
split, recapitalization, merger, consolidation, combination, spin-off, split-up, exchange of shares
or other similar corporate change, the aggregate number of shares of Stock authorized for issuance
hereunder as well as Stock subject to each outstanding Award, and its stated Option or other price
(as applicable), shall be appropriately adjusted by the Committee, whose determination shall be
conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.
In such event, the Committee shall also have the discretion to make appropriate adjustments in the
number of shares of Stock authorized for issuance hereunder.



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Section 6. Duration of Plan. This Plan shall remain in effect, subject to the Board’s right to
earlier terminate this Plan pursuant to Section 12 hereof, until all shares of Stock subject to it
shall have been purchased or acquired pursuant to the provisions hereof. Notwithstanding the
foregoing, no Award may be granted hereunder on or after the tenth (10th) anniversary of the
Effective Date.




Section 7. Stock Options.




     7.1 Grant of Options. Subject to the provisions of Sections 5 and 6 hereof, on the 1st of
February (or the next succeeding business day) following the day of each annual meeting of
shareholders of the Company, each person who was a Non-Employee Director of the Company immediately
following such annual meeting shall automatically and without further action by the Board or the
Committee be granted an Option to purchase two thousand (2,000) shares of Stock on the terms and
conditions provided herein. Notwithstanding the foregoing, the General Counsel of the Company may,
in his or her discretion, delay any grant under the Plan until any then existing material
non-public information has been disclosed publicly. The Committee shall have no discretion in
determining the number of Options granted to each Participant. Notwithstanding the foregoing, no
further Options shall be granted under the Plan after July 17, 2008.



     7.2 Type of Options. All Options granted pursuant to this Plan shall be nonstatutory stock
options.



     7.3 Option Price. Options granted pursuant hereto shall have an Option price that is equal to
the Fair Market Value of the Stock on the date the Option is granted.



     7.4 Duration of Options. Each Option shall expire on the tenth (10th) anniversary date of its
grant, and shall not be exercisable thereafter.



     7.5 Exercise of Options. Options granted hereunder shall vest and become exercisable in three
(3) equal annual installments beginning on the first (1st) anniversary of the date of its grant.



     7.6 Option Agreement. Each Option shall be evidenced by a written agreement (“Option
Agreement”) that shall specify the type of Option granted, the Option price, the duration of the
Option, the number of shares of Stock to which the Option pertains, and such other terms and
conditions as are provided herein. No Participant shall have any rights hereunder until an Option
Agreement has been executed.



     7.7 Payment. The Option price of any Option shall be payable to the Company in full upon
exercise:



          (a) in cash or its equivalent, including, in the discretion of the Committee, a promissory
note issued to the Company by the Participant (which note shall: (i) be secured by the Stock
issued; (ii) be for a term of not more than ten (10) years; (iii) bear interest at a rate of not
less than the prime rate (as determined by the Committee) in effect on the date such promissory
note is issued; (iv) require at least



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annual payments of principal and interest; and (v) contain such other terms and conditions as
the Committee determines);




          (b) by tendering shares of Stock having a Fair Market Value at the time of exercise equal to
the total Option price;




          (c) by a combination of cash or its equivalent (as defined in clause (a) above) and shares of
Stock; or




          (d) by electing to have the Company withhold from the shares of Stock otherwise issuable upon
exercise of the Option that number of shares of Stock having a Fair Market Value at the time of
exercise plus cash for any fractional share amounts, equal to the total Option price.



The proceeds from such a payment shall be added to the general funds of the Company and shall be
used for general corporate purposes.




     7.8 Restrictions on Stock Transferability. The Committee shall impose such restrictions on any
shares of Stock acquired pursuant to the exercise of an Option as it may deem advisable, including,
without limitation, restrictions under applicable Federal securities laws, under the requirements
of any stock exchange upon which such shares of Stock are then listed, and under any blue sky or
state securities laws applicable to such shares.



     7.9 Transferability of Options. The Committee may, in its discretion, and only by expressly so
providing in the Option Agreement covering any Options (which Option Agreement must be approved by
the Committee), permit all or a portion of Options to be granted to a Participant to be
transferable by the Participant: (a) to the Participant’s spouse, or natural or adoptive children
or grandchildren (“Immediate Family Members”); (b) to a trust or trusts for the exclusive benefit
of one or more Immediate Family Members; or (c) to a partnership in which all partners are
Immediate Family Members; provided, that there may be no consideration for any such transfer and
the transferee shall be expressly prohibited from any further transfer of such Options other than
by will or pursuant to the laws of descent and distribution. Following such transfer, any Options
so transferred shall be subject to the same terms and conditions as were applicable immediately
prior to such transfer, provided, however, that for purposes of this Plan, the term “Participant”
shall be deemed to include such transferee. The circumstances under which any transferred Option
may be terminated, canceled, or forfeited (whether such circumstances are set forth in this Plan or
in the Option Agreement covering such Options) shall be applied with respect to the transferor
Participant to which the Option was originally granted. Unless expressly so provided in the Option
Agreement covering an Option, no Option granted hereunder may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or pursuant to the laws of
descent and distribution, and all Options granted to a Participant hereunder shall be exercisable
during his lifetime only by such Participant.



Section 8. Cessation of Service.




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     8.1 Death, Disability or Retirement. Subject to the expiration provisions of Section 7.4
hereof, upon cessation of service as a Non-Employee Director of the Company due to death,
disability, voluntary retirement or retirement required under any mandatory policy of the Company
then in effect, or for any reason other than removal of the Participant from the Board as set forth
in Section 8.2 below:



          (a) Any and all Options owed to the Non-Employee Director, but which have not been granted as
of the date of cessation of service shall be promptly granted;




          (b) All Options held by the Non-Employee Director that are exercisable in accordance with the
Option Agreement as of the date of cessation of service shall remain exercisable until three (3)
years following the date of cessation of service; and




          (c) The vesting of all Options not exercisable in accordance with the Option Agreement
immediately prior to such cessation of service shall be immediately and automatically accelerated
upon such cessation of service, and such Options shall remain exercisable for three (3) years
following the date of cessation of service.




     Notwithstanding the foregoing, in the event of a Change of Control as defined in Section 11(b)
below, then the provisions of Section 11(a) shall apply to the Non-Employee Director’s Options.



     8.2 Removal. Subject to the expiration provisions of Section 7.4 hereof, upon cessation of
service as a Non-Employee Director of the Company due to removal from the Board in accordance with
the procedures set forth in Sections 180.0808 and 180.0809 of the Wisconsin Business Corporation
Law or the Company’s Bylaws, as amended from time to time:



          (a) Any and all Options owed to the Non-Employee Director, but which have not been granted as
of the date of cessation of service shall be promptly granted;




          (b) All Options held by the Non-Employee Director that are exercisable in accordance with the
Option Agreement as of the date of cessation of service shall remain exercisable until three (3)
months following the date of cessation of service; and




          (c) All Options not exercisable in accordance with the Option Agreement immediately prior to
such cessation of service shall be immediately and automatically forfeited to the Company.




     Notwithstanding the foregoing, in the event of a Change of Control as defined in Section 11(b)
below, then the provisions of Section 11(a) shall apply to the Non-Employee Director’s Options.



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Section 9. Beneficiary Designation. Each Participant may, from time to time, name any beneficiary
or beneficiaries (who may be named contingently or successively) to whom any benefit hereunder is
to be paid in case of his death before he receives any or all of such benefit. Each designation
will revoke all prior designations by the same Participant, shall be in a form prescribed by the
Committee and will be effective only when filed by the Participant in writing with the Committee
during his lifetime. In the absence of any such designation, benefits remaining unpaid at the
Participant’s death shall be paid to his estate.



Section 10. Rights of Board Members. Nothing in this Plan, in any Option granted under the Plan, or
in any Option Agreement, shall interfere with or limit in any way the rights of the shareholders of
the Company or the Board to elect and remove members of the Board at any time nor confer upon any
Participant any right to continue as a member of the Board.




Section 11. Change of Control.




          (a) In the event of a “Change of Control” (as hereinafter defined), each holder of an Option
(A) shall have the right at any time thereafter to exercise the Option in full whether or not the
Option was previously exercisable; and (B) shall have the right, exercisable by written notice to
the Company within sixty (60) days after the Change of Control, to receive, in exchange for the
surrender of an Option or any portion thereof to the extent the Option is then exercisable in
accordance with clause (A), the highest of (1) an amount of cash equal to the difference between
the Fair Market Value of the Stock covered by the Option or portion thereof that is so surrendered
on the date of the Change of Control and the purchase price of such Stock under the Option; (2) an
amount of cash equal to the difference between the highest price per share of Stock paid in the
transaction giving rise to the Change of Control and the Option price multiplied by the number of
shares of Stock covered by the Option; or (3) an amount of cash equal to the difference between the
Fair Market Value of the Stock covered by the Option or portion thereof that is so surrendered,
calculated on the date of surrender, and the purchase price of such Stock under the Option;
provided that the right described in this clause (B) shall be exercisable only if a positive amount
would be payable to the holder pursuant to the formula specified in this clause (B);




          (b) A “Change of Control” of the Company means:





     (i) the acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either (A) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (B) the combined voting power
of the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change of



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Control: (1) any acquisition directly from the Company, (2) any acquisition by
the Company, (3) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company, or (4) any acquisition pursuant to a transaction which complies with
clauses (A), (B) and (C) of subsection (iii) of this Section; or




     (ii) individuals who, as of November 11, 1999, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
November 11, 1999 whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or




     (iii) consummation by the Company of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the
Company or the acquisition of assets of another entity (a “Business Combination”),
in each case, unless, following such Business Combination, (A) all or substantially
all of the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding any employee benefit plan (or related trust) of the Company or of such
corporation resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such corporation except
to the extent that such ownership existed prior to the Business Combination and (C)
at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination



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were members of the Incumbent Board at the time of the execution of the
initial agreement, or the action of the Board, providing for such Business
Combination; or




     (iv) approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.



Section 12. Amendment, Modification and Termination of Plan.




     12.1 Amendments and Termination. The Board may at any time amend, alter, suspend, discontinue
or terminate this Plan, provided, however, that:



          (a) no amendment or termination of this Plan may: (i) adversely affect the rights of
Participants with respect to Awards previously granted to them, (ii) amend the terms of the Plan
regarding who may participate and the amount, price and timing of Options to be issued more than
once every six months, other than to comport with changes in the Internal Revenue Code, the
Employees Retirement Income Securities Act (ERISA), or the rules thereunder, or (iii) cause the
Plan not to qualify for exemption from Section 16(b) of the Exchange Act provided by Rule 16b-3 of
the Exchange Act, or any successor rule; and




          (b) stockholder approval of any amendment of this Plan shall be obtained if otherwise required
by (i) the Code or any rules promulgated thereunder (to enable the Company to comply with the
provisions of Section 162(m) of the Code so that the Company can deduct compensation in excess of
the limitation set forth therein), (ii) the listing requirements of the principal securities
exchange or market on which the Stock is then traded (in order to maintain the listing or quotation
of the Stock thereon), or (iii) Rule 16b-3 of the Exchange Act, or any successor rule, to qualify
for exemption from Section 16(b) of the Exchange Act.




     12.2 Unexpired Awards. All unexpired Awards shall continue in force and effect after
termination of this Plan except as they may lapse or be terminated by their own terms and
conditions.



     12.3 Waiver of Conditions. The Committee may, in whole or in part, waive any conditions or
other restrictions with respect to any Award granted hereunder.


Section 13. Taxes. The Company shall be entitled to withhold the amount of any tax attributable to
any amount payable or shares of Stock deliverable under this Plan after giving the person entitled
to receive such amount or shares of Stock notice as far in advance as practicable, and the Company
may defer making any such payment or delivery if any such tax may be pending unless and until
indemnified to its satisfaction. A Participant may elect to pay all or a portion of the federal,
state and local withholding taxes arising in connection with the exercise of an Option by electing
to (i) have the Company withhold shares of Stock, (ii) tender back shares of Stock received in
connection with such benefit, or (iii) deliver other previously owned shares of Stock, having a
Fair Market Value equal to the amount to be withheld; provided, however, that the amount to be
withheld shall not exceed the Participant’s estimated total federal, state


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and local tax obligations associated with the transaction. The written election must be made on or
before the date as of which the amount of tax to be withheld is determined. The Fair Market Value
of fractional shares of Stock remaining after payment of the withholding taxes shall be paid to the
Participant in cash.



Section 14. Indemnification. Each person who is or shall have been a member of the Committee or of
the Board shall be indemnified and held harmless by the Company against and from any loss, cost,
liability or expense that may be imposed upon or reasonably incurred by him in connection with or
resulting from any claim, action, suit or proceeding to which he may be a party or in which he may
be involved by reason of any action taken or failure to act under this Plan and against and from
any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him
in satisfaction of any judgment in any such action, suit or proceeding against him, provided,
however, that he shall give the Company an opportunity, at its own expense, to handle and defend
the same before he undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them harmless.



Section 15. Miscellaneous. Any Award may also be subject to other provisions (whether or not
applicable to any Award made to any other Participant) as the Committee determines appropriate,
including, without limitation, provisions for: (a) restrictions on resale or other disposition of
financed shares; and (b) compliance with federal or state securities laws and stock exchange or
market requirements.




Section 16. Requirements of Law.




     16.1 Requirements of Law. The granting of Awards and the issuance of shares of Stock upon the
exercise of any Option shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may be required.



     16.2 Governing Law. This Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the internal laws of the State of Wisconsin.



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