EX-10.5.A




Exhibit 10.5(a)



SENSIENT TECHNOLOGIES CORPORATION

FROZEN MANAGEMENT INCOME DEFERRAL PLAN




(Amended and Restated as of December 31, 2004)




ARTICLE I — PURPOSE



The Sensient Technologies Corporation Management Income Deferral Plan was established, effective as
of July 15, 1987 and amended and restated as of December 31, 2002 (the “Original Plan”), by
Sensient Technologies Corporation (formerly known as Universal Foods Corporation), a Wisconsin
corporation, as an alternative voluntary income deferral plan for selected management employees of
Sensient Technologies Corporation and its participating subsidiaries. Following the enactment of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (i) the Original Plan
was frozen, as amended and restated herein, to maintain grandfathered benefits as of December 31,
2004 to the extent permitted under Section 409A of the Code (the “Plan”); and (ii) a new, ongoing
deferral plan subject to Section 409A of the Code was adopted for deferrals on and after January 1,
2005 and any amounts not vested and accrued as of that date.



This Plan is intended to be operated in accordance with the provisions of the Original Plan as in
effect as of December 31, 2004. All benefits under the Original Plan that were vested and accrued
as of December 31, 2004, together with all subsequent earnings thereon, are governed under this
Plan. No new participants are allowed in the Plan after December 31, 2004 and no deferrals of
compensation may be credited after that date.




ARTICLE II — DEFINITIONS



2.1 Account: The bookkeeping account maintained by the Administrator, credited to each
Participant, of the amount vested and accrued as of the Freeze Date, as set forth in Schedule A
attached hereto, as further adjusted by Interest Credits after such date.



2.2 Administrator: The Vice President of Administration of the Company.



2.3 Beneficiary: Any person or persons as designated by the Participant in writing filed
with the Administrator, to whom any benefits under the Plan may be payable upon the death of the
Participant. If no Beneficiary designation has been received by the Administrator, prior to the
Participant’s death, or if no Beneficiary so designated survives the Participant, payments shall be
made, as they come due, to the duly appointed personal representative of the estate of the
Participant.



2.4 Benefits Administrative Committee: The benefits administrative committee of the
Company, members of which are appointed by the chief executive officer of the Company.



2.5 Board: The board of directors of the Company, or a duly authorized committee of such
Board.














 







2.6 Company: Sensient Technologies Corporation.



2.7 Employer: The Company or any of its subsidiaries whose employees were permitted, by
action of the Board, to participate in this Plan.



2.8 Freeze Date: December 31, 2004.



2.9 Interest Credit: An amount credited to each Participant’s Account based on the average
interest rate in effect for AAA rated corporate bonds, as reported by Moody’s Investors Service, as
of December 31 of the preceding calendar year.



2.10 Participant: A person who, as of the Freeze Date: (i) has an Account under the
Original Plan; and (ii) has satisfied the requirements to have a Retirement Date under the terms of
the Original Plan.



2.11 Retirement: The termination of a Participant’s employment with the Employer and all
of the Company’s affiliates on or after the Participant’s Retirement Date. Nothing in this Plan
shall be deemed to require a Participant’s or employee’s retirement after his or her Retirement
Date; provided, however, that this provision shall not be construed to be a
guaranty of employment for any Participant or employee past his or her Retirement Date.



2.12 Retirement Date: The earliest date on which one of the following events has occurred:




     (a) The Participant has attained age of at least 55 and the aggregate of the Participant’s age
and years of service with the Employer or the Company’s affiliates totals at least 85; or



     (b) The Participant has attained age of at least 62 and has completed at least 10 years of
service with the Employer or the Company’s affiliates.



ARTICLE III- PARTICIPATION



No person is eligible for or may begin participation in the Plan following the Freeze Date.




ARTICLE IV- DEFERRALS



No deferrals pursuant to the Plan are permitted following the Freeze Date.




ARTICLE V- ACCOUNTS



5.1 Interest Credits: Amounts credited to each Account will be adjusted for Interest
Credits from and after the Freeze Date. Interest Credits are credited to each Account as of
December 31 of each year on the Account balance from the preceding year.



5.2 Annual Statements: Participants will receive annual statements showing the status of
their Accounts.




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ARTICLE VI — BENEFITS




6.1 At Retirement:




     (a) As soon as administratively feasible following the Participant’s Retirement, the
Participant shall commence to receive payment of his or her Account balance (with such Account
balance credited with interest through the end of the month prior to the month which includes the
Participant’s Retirement, and with such adjusted Account balance then increased by two percent
(2%)) so that complete distribution of this Account balance, determined utilizing the Interest
Credit rate determined as of December 31 of the preceding year, occurs in 180 substantially equal
monthly payments. In the event the Participant does not survive to receive 180 monthly payments,
payments will continue to his or her Beneficiary for the remaining period. 



     (b) Alternatively, upon Retirement, a married Participant may elect to receive the 15-year
term certain amount determined under (a) above, reduced by the applicable percentage as provided in
the chart below, and payable monthly in the form of a joint and 50% survivor annuity over the life
of the Participant and his or her spouse (and only if the Participant’s spouse is his or her sole
designated Beneficiary) to commence as soon as administratively feasible following the
Participant’s Retirement. The minimum benefit to be paid will be equal to the 15-year term certain
amount determined under paragraph (a) above, but then reduced as provided hereafter. After the
death of the later to die of the Participant and the Participant’s spouse, the designated
beneficiary shall receive the remainder of such minimum benefit, if any, payable monthly. The
reductions from the 15-year term certain amounts in order to compute the joint and 50% survivor
annuity are: 



	 	 	 	 	 
	Participant’s Age	 	% Reduction
	55

	 	 	20	 
	56

	 	 	19	 
	57

	 	 	18	 
	58

	 	 	17	 
	59

	 	 	16	 
	60

	 	 	15	 
	61

	 	 	13	 
	62

	 	 	12	 
	63

	 	 	10	 
	64

	 	 	9	 
	65 or older

	 	 	8	 






     (c) Notwithstanding paragraphs (a) and (b) above a Participant may elect to receive a lump sum
distribution of his or her Account balance, equal to the adjusted Account balance as determined
under (a) above, payable as soon as administratively feasible following Retirement but only if the
Participant makes such election at least one full calendar year prior to Retirement. A Participant
may revoke an election to receive a lump sum, but such revocation shall not be effective unless
made at least one full calendar year prior to his or her Retirement.



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6.2 At Death Before Retirement: In the event a Participant dies prior to Retirement, his
or her Beneficiary will receive a survivor income benefit payable monthly for 15 years to commence
as soon as administratively feasible following the Participant’s death. The payments will be
computed as provided in Section 6.1(a) (with the Participant’s Account balance credited with
interest through the end of the month prior to the month which includes the Participant’s death),
but without regard to a two percent (2%) Account balance increase unless the Participant died on or
after his or her Retirement Date.



6.3 Termination of Employment: Upon termination of a Participant’s employment with the
Employer and the Company’s affiliates for any reason other than Retirement or death, the
Participant will receive his or her Account balance payable in a lump sum as soon as
administratively feasible following termination of employment.



6.4 No In-Service Election: Except as provided in Section 7.1, a Participant shall not be
permitted to make any in-service distribution elections.




ARTICLE VII — ACCOUNT WITHDRAWALS



7.1 Hardship: A Participant may request a withdrawal from his or her Account only as a
result of unanticipated, financial emergency and hardship which is beyond the control of the
Participant and only if this is necessary in light of the immediate and serious financial need of
the Participant. The amount, if any, of a Participant’s withdrawal from his or her Account shall
be approved by the Administrator, but may not exceed the amount required to meet the Participant’s
immediate and serious financial need by reason of such emergency or hardship.



7.2 Request to Make a Withdrawal: A Participant shall submit to the Administrator, a
written request to make a withdrawal from his or her Account pursuant to this Article, which
submission shall include financial data and other information deemed necessary by the
Administrator, to support the request.




ARTICLE VIII — CHANGE OF CONTROL OF COMPANY



8.1 Lump Sum Distribution: Notwithstanding any other provision of this Plan, in the event
of the Change of Control of the Company, each Participant (or, if the Participant is deceased, the
Participant’s Beneficiary) shall receive a lump sum distribution of his or her Account balance (or,
if already in pay status, a lump sum distribution of the actuarially equivalent present value of
his or her remaining payments) as soon as administratively feasible after the date of such Change
of Control. If the Participant is receiving monthly payments as of the date of the Change of
Control, the assumptions regarding the interest rate and the duration of payments to be applied in
calculating the actuarial present value, as of the date of the Change of Control, of the
Participant’s remaining payments shall be determined by the Administrator.



8.2 For purposes of this Plan, the term “Change of Control” of the Company means:




     (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange



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Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (ii) 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 paragraph (a), the following acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (D) any acquisition pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of paragraph (c) of this Section; or



     (b) individuals who, as of September 10, 1998, 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 September 10, 1998 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



     (c) 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, (i) 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, (ii) 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 (iii) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were members of the
Incumbent Board at the



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



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



ARTICLE IX — ADMINISTRATION; BENEFIT CLAIMS



9.1 Administration: The Administrator shall be responsible for the general operation and
administration of this Plan and shall have the full authority to interpret and construe this Plan
and to take whatever actions it deems necessary and proper to carry out its obligations under the
Plan. Day-to-day to administration of the Plan is the responsibility of the Administrator.




     (a) The Administrator’s interpretation and construction of the Plan, and actions thereunder,
shall be binding and conclusive on all persons and for all purposes.



     (b) The Administrator will not be prevented from receiving any benefits to which he or she may
be entitled as a Participant or Beneficiary in the Plan, so long as the benefits are computed and
paid on a basis which is consistent with the terms of the Plan as applied to all other Participants
and Beneficiaries. The Administrator may not decide or determine any matter or question relating
solely to his or her own benefits under the Plan unless such decision could be made by him or her
under the Plan if he or she were not the Administrator.



     9.2 Claims Procedures:



     (a) Any claimant believing him/herself to be entitled to benefits under this Plan may file a
written claim for benefits with the Administrator setting forth the benefits to which he/she feels
entitled and the reasons therefor. Within 90 days after receipt of a claim for benefits, the
Administrator shall determine the claimant’s right, if any, to the benefits claimed, shall give the
claimant written notice of its decision unless the Administrator determines that special
circumstances require an extension of time to process the claim. If such an extension is required,
the claimant will receive a written notice from the Administrator indicating the reason for the
delay and the date the claimant may expect a final decision, which shall be no more than 180 days
from the date the claim was filed. If the claim is denied in whole or in part, the written notice
shall set forth in a manner calculated to be understood by the claimant (i) the specific reason or
reasons for the denial; (ii) specific reference to pertinent Plan provisions on which the denial is
based; (iii) a description of any additional material or information necessary for the claimant to
perfect the claim and an explanation of why such material or information is necessary; and (iv) an
explanation of the Plan’s appeal procedure and a statement of the claimant’s right to bring an
action under the Employee Retirement Income Security Act of 1974, as it may be amended, and
regulations thereunder (“ERISA”) Section 502(a) following an adverse determination on appeal.



     (b) Any claimant whose claim for benefits has been denied by the Administrator may appeal to
the Benefits Administrative Committee (or its delegate) for



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a review of the denial by making a written request therefore within 60 days of receipt of a
notification of denial. Any such request may include any written comments, documents, records and
other information relating to the claim and may include a request for “relevant” documents to be
provided free of charge. The claimant may, if he or she chooses, request a representative to make
such written submissions on his or her behalf.



          (i) Within 60 days after receipt of a request for an appeal, the Benefits Administrative
Committee (or its delegate) shall notify the claimant in writing of its final decision. If the
Benefits Administrative Committee (or its delegate) determines that special circumstances require
additional time for processing, the Benefits Administrative Committee (or its delegate) may extend
such 60 day period, but not by more than an additional 60 days, and shall notify the claimant in
writing of such extension. If the period of time is extended due to a claimant’s failure to submit
information necessary to decide a claim, the period for making the benefit determination on appeal
shall be tolled from the date on which the notification of the extension is sent to the claimant
until the date on which the claimant responds to the request for additional information.




          (ii) In the case of an adverse benefit determination on appeal, the Benefits Administrative
Committee (or its delegate) will provide written notification to the claimant, set forth in a
manner calculated to be understood by the claimant, of: (A) the specific reason or reasons for the
adverse determination on appeal; (B) the specific Plan provisions on which the denial of the appeal
is based; (C) a statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of all documents, records, and other information
“relevant” to the claimant’s claim for benefits; and (D) a statement of the claimant’s right to
bring a civil action under ERISA Section 502(a).




     (c) In the event the claimant is the Administrator, the Benefits Administrative Committee (or
its delegate) shall conduct both the review of the initial claim for benefits under Section 9.2(a),
as well as the appeal under Section 9.2(b).



     (d) For purposes of this Section, a document, record or other information shall be considered
“relevant” to a claimant’s claim if such document, record or other information: (i) was relied upon
in making the benefit determination; (ii) was submitted, considered, or generated in the course of
making the benefit determination, without regard to whether such document, record, or other
information was relied upon in making the benefit determination; or (iii) demonstrates compliance
with the administrative processes and safeguards required in making the benefit determination.



ARTICLE X- MISCELLANEOUS



10.1 Amendment or Termination: The Company, by action of the Board, reserves the right to
modify, amend or terminate the Plan at any time, provided, however, that: (i) no such action shall
have the effect of diminishing the benefits payable hereunder, with respect to any person
participating in or receiving benefits under this Plan, without the written consent of such person;
or (ii) no such action shall constitute a material modification, as defined in Section 409A of the
Code. If the Plan terminates, the


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provisions of Section 8.1 shall apply as if a Change of Control of the Company had occurred.



10.2 Unfunded Top-Hat Plan: For purposes of Title I of ERISA and for purposes of the Code,
this Plan is intended to be unfunded and to be maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated employees, and shall
be interpreted accordingly. The status of Participants and their Beneficiaries with respect to any
liabilities assumed by the Employer hereunder shall be solely those of general unsecured creditors
of the Employer, and the Plan constitutes a mere promise by the Company to make benefit payments in
the future. Notwithstanding the foregoing, the Employer may establish a trust to assist it in
meeting its obligations hereunder, but Participants and Beneficiaries shall have no preferred claim
on, or any beneficial ownership interest in, any assets of such trust.



10.3 Tax Matters:




     (a) All distributions, payments and benefits under this Plan shall be subject to all income
and employment tax withholdings as required under applicable federal, state or local tax laws and
regulations.



     (b) It is the intention of the Company that all distributions, payments and benefits under
this Plan as of the Freeze Date are grandfathered under Section 409A of the Code, and the Plan
shall be interpreted, operated and administered accordingly. To the extent that any provision of
the Plan, or the exercise of any discretion under this Plan by the Company, the Administrator or
the Benefits Administrative Committee, would constitute a “material modification” of the Plan
within the meaning of Section 409A of the Code, such provision or exercise of discretion will be
deemed null and void to the extent necessary to maintain the Plan’s grandfathered status under
Section 409A of the Code.


10.4 No Assignment or Alienation: Except as contemplated by Section 2.3, no rights of any
kind under this Plan shall, without the written consent of the Administrator, be transferable or
assignable by the Participant or any Beneficiary or be subject to alienation, encumbrance,
garnishment, attachment, execution or levy or seizure by legal process of any kind, voluntary or
involuntary. Notwithstanding the preceding sentence, pursuant to rules comparable to those
applicable to qualified domestic relations orders (“QDROs”), as determined by the Administrator,
the Administrator may direct a distribution, prior to any distribution date otherwise described in
the Plan, to an alternate payee (as defined under the rules applicable to QDROs).



10.5 Successors and Assigns:




     (a) The Plan shall be binding upon the Participant, his or her Beneficiaries, heirs,
executors, administrators, successors and assigns. The foregoing sentence shall not be construed
as a waiver of the provisions of Section 10.4.



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     (b) If the Company sells, assigns or transfers all or substantially all of its business and
assets to any person, excluding its affiliates, or if the Company merges into or consolidates or
otherwise combines with any person which is a continuing or successor entity, then the Company
shall assign all of its right, title and interest in this Plan as of the date of such event to the
person which is either the acquiring or successor entity, and such person(s) shall assume and
perform from and after the date of such assignment all of the terms, conditions and provisions
imposed by this Plan upon the Company. In case of such assignment by the Company and of such
assumption and agreement by such person(s), all further rights as well as all other obligations of
the Company under this Plan thenceforth shall cease and terminate and thereafter the term
“Company” wherever used herein shall be deemed to mean such person(s) the Company and the
Administrator may determine that provisions similar to those described in this Section 10.5(b)
shall apply if one or more affiliates of, but not all or substantially all of, the Company are
divested and the acquiring or successor entity agrees to assume sponsorship of the Plan with
respect to affected Participants. However, if the acquiring or successor entity does not so agree,
the Plan shall be considered as having terminated with respect to Participants whose employment
with the Employer and the Company’s affiliates terminates as a result of such transaction.


10.6 Other Plans or Agreements: The benefits payable under the Plan shall be independent
of, and in addition to, any other plan or agreement relating to a Participant’s employment that may
exist from time to time between the parties hereto, or any other compensation payable by the
Employer to a Participant, whether salary, bonus or otherwise. The Plan shall not be deemed to
constitute a contract of employment between the parties hereto, nor shall any provision hereof
restrict the right of the Employer and its affiliates to discharge a Participant or restrict the
right of a Participant to terminate his or her employment.



10.7 Governing Law and Rules of Construction: To the extent not governed by federal law,
this Plan shall be construed according to the laws of Wisconsin, and neither the Administrator, the
Benefits Administrative Committee, the Company, nor the Plan shall be under any duty or obligation
to account to any court other than a court in Wisconsin. Reference to a section of the Code or of
ERISA includes that section and any comparable section or sections of any future legislation that
amends, supplements or supersedes that section, as well as to any Regulation pertaining to that
section.



10.8 Adoption of Plan: Any subsidiary of the Company which, with the consent of the Board
(which consent may be revoked without notice), has adopted the Plan and become a participating
Employer is deemed to have appointed the Company, the Administrator and the Benefits Administrative
Committee as its exclusive agents to exercise on its behalf all of the power and authority
conferred by the Plan upon the Company, the Administrator or the Benefits Administrative Committee.
The authority of the Company, the Administrator and the Benefits Administrative Committee to act
as such agents shall continue until the Plan is terminated as to the participating Employer. Each
participating Employer agrees to perform such other acts as the Administrator deems necessary in
order to maintain the Plan’s status as an unfunded top-hat plan under ERISA and the Code.




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10.9 Release: To the extent allowed by law, any final payment or distribution to any
Participant or his or her legal representative, or to any Beneficiaries of such Participant, in
accordance with the provisions of this Plan shall be in full satisfaction of all claims arising
under or by virtue of this Plan against the Plan, the Administrator, the Benefits Administrative
Committee, the Company, an Employer and its directors, officers, employees and affiliates, and any
trust described under Section 10.2.



IN WITNESS WHEREOF, the Company has caused this instrument to be executed this 22nd day of October,
2008.




	 	 	 	 	 
	 	SENSIENT TECHNOLOGIES CORPORATION

 	 
	 	By /s/ Douglas S. Pepper
 	 
	 	Douglas S. Pepper 	 
	 	Vice President-Administration 	 
	 



	 	 	 	 	 
	 

	 	 	 	 
	ATTEST:	 	 
	By:

	 	/s/ John L. Hammond	 	 
	 

	 	 	 	 





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SCHEDULE A

PARTICIPANT ACCOUNT BALANCE AS OF THE FREEZE DATE




	 	 	 	 	 
	 	 	BALANCE AS OF
	PARTICIPANT	 	DECEMBER 31, 2004
	 

	 	$	12,732	 
	 

	 	$	8,822	 
	 

	 	$	16,798	 







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