EX-10.1






Exhibit 10.1




AMENDED AND RESTATED CHANGE OF CONTROL

EMPLOYMENT AND SEVERANCE AGREEMENT




          AGREEMENT by and between Sensient Technologies Corporation, a Wisconsin corporation (the
“Company”), and (the “Executive”), amended and restated as of the                      day of                     , 2008.




          WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the
best interests of the Company and its shareholders to assure that the Company will have the
continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a
Change of Control (as defined below) of the Company. The Board believes it is imperative to
diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and
risks created by a pending or threatened Change of Control and to encourage the Executive’s full
attention and dedication to the Company currently and in the event of any threatened or pending
Change of Control, and to provide the Executive with compensation and benefits arrangements upon a
Change of Control which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other corporations.




          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:




     1. Certain Definitions.



          (a) The “Effective Date” shall mean the first date during the Change of Control Period (as
defined in Section l(b)) on which a Change of Control (as defined in Section 2) occurs. Anything
in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the
Executive’s employment with the Company is terminated prior to the date on which the Change of
Control occurs, and if it is reasonably demonstrated by the Executive that such termination of
employment (i) was at the request of a third party who has taken steps reasonably calculated to
effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change
of Control, then for all purposes of this Agreement the “Effective Date” shall mean the
date immediately prior to the date of such termination of employment.




          (b) The “Change of Control Period” shall mean the period commencing on the date hereof and
ending on the third anniversary of the date hereof; provided, however, that commencing on the date
one year after the date hereof, and on each annual anniversary of such date (such date and each
annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless
previously terminated, the Change of Control Period shall be automatically extended so as to
terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the
Company shall give notice to the Executive that the Change of Control Period shall not be so
extended.




 









 





     2. Change of Control. For the purpose of this Agreement, a “Change of Control” shall
mean:



          (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, as amended (the “Exchange Act”)) (a “Person”),
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
30% 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 subsection
(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 subsection (c) of this Section 2; 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 Out standing 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 owner ship, 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 such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of




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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 time of the execution of the initial agreement, or of 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 taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant
to Section 503(b)(1)(A) of Title II of the U.S. Bankruptcy Code.




          (e) Notwithstanding the foregoing, a Change of Control as defined in this Section 2 shall not
be treated as a Change of Control for purposes of this Agreement unless it constitutes a “change in
control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or results in a
termination or liquidation of a plan within the meaning of Treasury Regulation Section
1.409A-3(j)(4)(ix)(A) or (B) (as applicable).




     3. Employment Period. The Company hereby agrees to continue the Executive in its
employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms
and conditions of this Agreement, for the period commencing on the Effective Date and ending on the
third anniversary of such date (the “Employment Period”).



     4. Terms of Employment.



          (a) Position and Duties.





     (i) During the Employment Period, (A) the Executive’s position (including
status, offices, titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material respects with the
most significant of those held, exercised and assigned at any time during the
120-day period immediately preceding the Effective Date and (B) the Executive’s
services shall be performed at the location where the Executive was employed
immediately preceding the Effective Date or any office location less than 35 miles
from such location.




     (ii) During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive agrees to devote
reasonable attention and time during normal business hours to the business and
affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the Executive’s
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment



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Period it shall not be a violation of this Agreement for the Executive to (A)
serve on corporate, civic or charitable boards or committees, (B) deliver lectures,
fulfill speaking engagements or teach at educational institutions, and (C) manage
personal investments, so long as such activities do not significantly interfere
with the performance of the Executive’s responsibilities as an employee of the
Company in accordance with this Agreement. It is expressly understood and agreed
that to the extent that any such activities have been conducted by the Executive
prior to the Effective Date, the continued conduct of such activities (or the
conduct of activities similar in nature and scope thereto) subsequent to the
Effective Date shall not thereafter be deemed to interfere with the performance of
the Executive’s responsibilities to the Company.



          (b) Compensation.





     (i) Base Salary. During the Employment Period, the Executive shall
receive an annual base salary (“Annual Base Salary”), which shall be paid at a
monthly rate, at least equal to twelve times the highest monthly base salary paid
or payable, including any base salary which has been earned but deferred, to the
Executive by the Company and its affiliated companies in respect of the
twelve-month period immediately preceding the month in which the Effective Date
occurs. During the Employment Period, the Annual Base Salary shall be reviewed and
increased a minimum of 3% no more than 12 months after the last salary increase
awarded to the Executive prior to the Effective Date and thereafter at least
annually. Any increase in Annual Base Salary shall not serve to limit or reduce
any other obligation to the Executive under this Agreement and shall be
commensurate with increases given to peer executives. Annual Base Salary shall not
be reduced after any such increase and the term “Annual Base Salary” as utilized in
this Agreement shall refer to Annual Base Salary as so increased. As used in this
Agreement, the term “affiliated companies” shall include any company controlled by,
controlling or under common control with the Company.




     (ii) Annual Bonus. In addition to Annual Base Salary, the Executive
shall be awarded, for each fiscal year ending during the Employment Period, an
annual bonus (the “Annual Bonus”) in cash at least equal to the greater of the
highest bonus, if any, paid to the Executive under the Company’s Management
Incentive Plan for Division Presidents or the Company’s Incentive Compensation Plan
for Elected Corporate Officers, or any comparable bonus under any predecessor or
successor plan, on: any one of the last five annual bonus payment dates immediately
preceding the Effective Date; or any one annual bonus payment date coinciding with
or following the date on which the Executive attains age 50 and preceding the
Effective Date (the “Recent Annual Bonus”). Each such Annual Bonus shall be paid
no later than March 15th of the fiscal year following the fiscal year
for which the Annual Bonus is earned.



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     (iii) Incentive, Savings and Retirement Plans. During the Employment
Period, the Executive shall be entitled to participate in all qualified and
nonqualified incentive (cash and stock related), savings and retirement plans,
and/or comparable practices, policies and programs applicable generally to other
peer executives of the Company and its affiliated companies, but in no event shall
such plans, practices, policies and programs provide the Executive with incentive
opportunities (measured with respect to both regular and special incentive
opportunities, to the extent, if any, that such distinction is applicable), savings
opportunities and retirement benefit opportunities, in each case, less favorable,
in the aggregate, than the most favorable of those provided by the Company and its
affiliated companies for the Executive under such plans, practices, policies and
programs as in effect at any time during the 120-day period immediately preceding
the Effective Date or, if more favorable to the Executive, those provided generally
at any time after the Effective Date to other peer executives of the Company and
its affiliated companies.




     (iv) Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive’s family, as the case may be, shall be eligible for
participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and its affiliated
companies (including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and travel accident
insurance plans and programs) to the extent applicable generally to other peer
executives of the Company and its affiliated companies, but in no event shall such
plans, practices, policies and programs provide the Executive with benefits which
are less favorable, in the aggregate, than the most favorable of such plans,
practices, policies and programs in effect for the Executive at any time during the
120-day period immediately preceding the Effective Date or, if more favorable to
the Executive, those provided generally at any time after the Effective Date to
other peer executives of the Company and its affiliated companies.




     (v) Expenses. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in accordance with the most favorable policies, practices and
procedures of the Company and its affiliated companies in effect for the Executive
at any time during the 120-day period immediately preceding the Effective Date or,
if more favorable to the Executive, as in effect generally at any time thereafter
with respect to other peer executives of the Company and its affiliated companies.




     (vi) Fringe Benefits. During the Employment Period, the Executive
shall be entitled to fringe benefits, including, without limitation, tax and
financial planning services, use of an automobile and payment of related expenses,
in accordance with the most favorable plans, practices,



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programs and policies of the Company and its affiliated companies in effect
for the Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and its
affiliated companies.




     (vii) Office and Support Staff. During the Employment Period, the
Executive shall be entitled to an office or offices of a size and with furnishings
and other appointments, and to exclusive personal secretarial and other assistance,
at least equal to the most favorable of the foregoing provided to the Executive by
the Company and its affiliated companies at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the Executive, as
provided generally at any time thereafter with respect to other peer executives of
the Company and its affiliated companies.




     (viii) Vacation. During the Employment Period, the Executive shall be
entitled to paid vacation in accordance with the most favorable plans, policies,
programs and practices of the Company and its affiliated companies as in effect for
the Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and its
affiliated companies.




     (ix) Change of Control.




	 	A.	 	In the event of a Change of Control, for
purposes of calculating the Executive’s benefit under the Company’s
Supplemental Executive Retirement Plan A (effective January 1, 2005)
and the Company’s Supplemental Executive Retirement Plan B (effective
as of January 1, 2005), each as amended from time to time
(collectively, the “SERP”), if the Executive is a SERP participant,
the Executive will be deemed to have received three additional years
of base salary in amounts equal to the Executive’s Annual Base Salary
as of the Effective Date as increased for purposes of this
subparagraph in each of such three years by the percentage increase
(if positive) in the Executive’s Annual Base Salary from the year
prior to the year which the Effective Date occurs to the year in
which the Effective Date occurs. Notwithstanding anything in the
SERP or in the Company’s Executive Income Deferral Plan, as amended
from time to time (the “EIDP”) to the contrary, in the event of a
Change of Control, for purposes of determining the “annual bonus”
amount for Final Compensation under the SERP, the measurement period
shall be the greater of any one of the last five annual bonus




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	 	 	 	payment dates immediately preceding the Effective Date or any one
annual bonus payment date coinciding with or following the date on
which the Executive attains age 50 and preceding the Effective
Date as set forth in Section 4(b)(ii) of this Agreement and the
lump sum distribution payments under the SERP and the EIDP shall
be made as soon as administratively feasible, but no later than 5
business days after the Effective Date, subject to the 6-Month
Delay Period (as defined under Section 12 below) only if and to
the extent such delay is required under Section 409A of the Code
and the regulations thereunder.






	 	B.	 	If upon a Change of Control, the Executive
vests in any of the Executive’s restricted stock grants under any of
the Company’s equity plans or arrangements and becomes subject to
income and/or employment taxes as a result of such vesting (the
“Vesting Taxes”) and the executive’s restricted stock agreement
provides for a tax gross-up payment, the Company shall pay to the
Executive additional payments (a “Restricted Stock Reimbursement”) in
amounts such that after payment by the Executive of all income,
employment, state, local or foreign taxes imposed on such Restricted
Stock Reimbursement, the Executive Retains an amount of the
Restricted Stock Reimbursement equal to the Vesting Taxes. The
Restricted Stock Reimbursement will be paid as soon as
administratively feasible, but no later than 5 business days after
the Effective Date, subject to the 6-Month Delay Period (as defined
under Section 12 below) only if and to the extent such delay is
required under Section 409A of the Code and the regulations
thereunder.





     5. Termination of Employment.



          (a) Death or Disability. The Executive’s employment shall terminate automatically
upon the Executive’s death during the Employment Period. If the Company determines in good faith
that the Disability of the Executive has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may give to the Executive written notice in
accordance with Section 12(b) of this Agreement of its intention to terminate the Executive’s
employment. In such event, the Executive’s employment with the Company shall terminate effective
on the Disability determination date (the “Disability Effective Date”), provided that,
within the 30 days after such receipt, the Executive shall not have returned to full-time
performance of the Executive’s duties. For purposes of this Agreement, “Disability” means that
(i) the Executive is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months; or (ii) the Executive is,
by



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reason of any medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than 3 months under an accident and
health plan covering the Executive. The determination of Disability shall be made by a physician
selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal
representative.




          (b) Cause. The Company may terminate the Executive’s employment during the Employment
Period for Cause. For purposes of this Agreement, “Cause” shall mean:





     (i) the willful and continued failure of the Executive to perform
substantially the Executive’s duties with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to physical or mental
illness or following the Executive’s delivery of a Notice of Termination for Good
Reason), after a written demand for performance is delivered to the Executive by
the Chief Executive Officer of the Company which specifically identifies the manner
in which the Chief Executive Officer believes that the Executive has not
substantially performed the Executive’s duties, or




     (ii) the willful engaging by the Executive in illegal conduct or gross
misconduct which is materially and demonstrably injurious to the Company.


For purposes of this provision, no act or failure to act, on the part of the Executive, shall be
considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive’s action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of
the Company or based upon the advice of counsel for the Company shall be conclusively presumed to
be done, or omitted to be done, by the Executive in good faith and in the best interests of the
Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless
and until there shall have been delivered to the Executive a copy of a resolution duly adopted by
the affirmative vote of not less than three quarters of the entire membership of the Board at a
meeting of the Board called and held for such purpose (after reasonable notice is provided to the
Executive and the Executive is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the
conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in
detail. Any termination of the Executive’s employment by the Company during the Employment Period
(other than a termination under Section 5(a)) shall be deemed to be a termination other than for
Cause unless it meets all requirements of this Section 5(b).




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          (c) Good Reason. The Executive’s employment may be terminated by the Executive for
Good Reason. For purposes of this Agreement, “Good Reason” shall mean:





     (i) the assignment to the Executive of any duties inconsistent in any respect
with the Executive’s position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by Section
4(a) of this Agreement, or any other action by the Company which results in a
diminution in such position, authority, duties or responsibilities (whether or not
occurring solely as a result of the Company’s ceasing to be a publicly traded
entity), excluding for this purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Executive;




     (ii) any failure by the Company to comply with any of the provisions of
Section 4(b) of this Agreement, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive;




     (iii) the Company’s requiring the Executive to be based at any office or
location other than as provided in Section 4(a)(i)(B) hereof or the Company’s
requiring the Executive to travel on Company business to a substantially greater
extent than required immediately prior to the Effective Date;




     (iv) any purported termination by the Company of the Executive’s employment
otherwise than as expressly permitted by this Agreement; or




     (v) any failure by the Company to comply with and satisfy
Section 11(c) of
this Agreement.


For purposes of this Section 5(c), any good faith determination of “Good Reason” made by the
Executive shall be conclusive. Anything in this Agreement to the contrary notwithstanding, a
termination by the Executive for any reason where the Date of Termination (as defined below) is
during the 30-day period immediately following the first anniversary of the Effective Date shall be
deemed to be a termination for Good Reason for all purposes of this Agreement. The Executive’s
mental or physical incapacity following the occurrence of an event described above in clauses (i)
through (v) shall not affect the Executive’s ability to terminate employment for Good Reason.
Anything in this Agreement to the contrary notwithstanding, if the Executive terminates employment
for Good Reason after the second anniversary of the Effective Date of the Change of Control, the
definition of Good Reason shall be deemed modified so as to qualify as an “involuntary separation
from service” within the meaning of Treasury Regulation Section 1.409A-1(n).




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          (d) Notice of Termination. Any termination by the Company for Cause, or by the
Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto
given in accordance with Section 12(b) of this Agreement. For purposes of this Agreement, a
“Notice of Termination” means a written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated and (iii) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the termination date (which date shall
be not more than thirty days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such
fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.




          (e) Date of Termination. “Date of Termination” means (i) if the Executive’s
employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of
receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii)
if the Executive’s employment is terminated by the Company other than for Cause or Disability, the
Date of Termination shall be the date on which the Company notifies the Executive of such
termination and (iii) if the Executive’s employment is terminated by reason of death or Disability,
the Date of Termination shall be the date of death of the Executive or the Disability Effective
Date, as the case may be.




     6. Obligations of the Company upon Termination.



          (a) Good Reason, Other Than for Cause, Death or Disability. If, during the Employment
Period, the Company shall terminate the Executive’s employment other than for Cause or Disability
or the Executive shall terminate employment for Good Reason:





     (i) the Company shall pay to the Executive in a lump sum in cash on or within
5 business days (after the expiration of the 6-Month Delay Period (as defined under
Section 12 below) if and to the extent such delay is required under Section 409A of
the Code and the regulations thereunder) following the Date of Termination the
aggregate of the following amounts:




	 	A.	 	the sum of (1) the Executive’s Annual Base
Salary through the Date of Termination to the extent not theretofore
paid, (2) the product of (x) the higher of (I) the Recent Annual
Bonus and (II) the Annual Bonus paid or payable, including any bonus
or portion thereof which has been earned but deferred (and annualized
for any fiscal year consisting of less than twelve full months or
during which




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	 	 	 	the Executive was employed for less than twelve full months), for
the most recently completed fiscal year during the Employment
Period, if any (such higher amount being referred to as the:
“Highest Annual Bonus”) and (y) a fraction, the numerator of which
is the number of days in the current fiscal year of the Company
through the Date of Termination, and the denominator of which is
365 and (3) any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon) and any
accrued vacation pay, in each case to the extent not theretofore
paid (the sum of the amounts described in clauses (1), (2), and
(3) shall be hereinafter referred to as the “Accrued
Obligations”); and






	 	B.	 	the amount equal to the product of (1)
three and (2) the sum of (x) the Executive’s Annual Base Salary and
(y) the Highest Annual Bonus; and
	 
	 	C.	 	the amount equal to the product of (x)
three and (y) the highest aggregate annual amount contributed by the
Company (as a Company contribution, and not a salary reduction) on
behalf of the Executive, during the last three full fiscal years
prior to the Effective Date, to the Company’s Transition Retirement
Plan, Savings Plan, Retirement Employee Stock Ownership Plan, and
Supplemental Benefits Plan, or any successor or replacement defined
contribution plans.






     (ii) for three years after the Executive’s Date of Termination, the Company
shall continue benefits to the Executive and/or the Executive’s family at least
equal to those which would have been provided to them in accordance with the plans,
programs, practices and policies described in Section 4(b)(iv) of this Agreement if
the Executive’s employment had not been terminated or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other peer
executives of the Company and its affiliated companies and their families;
provided that if any of the welfare benefits provided during the period the
Executive is considered a “specified employee” or “key employee” under Section 12
of this Agreement are not subject to an exemption under Section 409A of the Code,
such benefits will be provided at the Executive’s cost and may be submitted for
reimbursement after such period; provided, however, that if the
Executive becomes reemployed with another employer and is eligible to receive
medical or other welfare benefits under another employer-provided plan, the medical
and other welfare benefits described herein shall be secondary to those provided
under such other plan during such applicable period of eligibility. For purposes of
determining eligibility (but not the time of commencement of



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benefits) of the Executive for retiree benefits pursuant to such plans,
practices, programs and policies, the Executive shall be considered to have
remained employed until three years after the Date of Termination and to have
retired on the last day of such period;




     (iii) for three years after the Executive’s Date of Termination, the Company
shall continue fringe benefits and perquisites for the Executive and/or the
Executive’s family equal to those that, as of the Executive’s Date of Termination,
were in effect in accordance with the plans, programs, practices and policies
described in Section 4(b)(vi) of this Agreement; provided that if any of
the fringe benefits and perquisites provided during the period the Executive is
considered a “specified employee” or “key employee” under Section 12 of this
Agreement are not subject to an exemption under Section 409A of the Code, such
benefits will be provided at the Executive’s cost and may be submitted for
reimbursement after such period;




     (iv) the Company shall, at its sole expense as incurred, provide the Executive
with reasonable outplacement services the scope and provider of which shall be
selected by the Executive in his sole discretion;




     (v) the exercise period for each outstanding stock option held by the
Executive (or by any transferee of the Executive) under any of the Company’s equity
plans or arrangements shall continue for two years after the Executive’s Date of
Termination, or for such longer period provided for with respect to such stock
option, provided, that such exercise period shall not extend beyond the scheduled
exercise period or term of the stock option; and




     (vi) to the extent not theretofore paid or provided, the Company shall timely
pay or provide to the Executive any other amounts or benefits required to be paid
or provided, or which the Executive is eligible to receive under any plan, program,
policy or practice or contract or agreement of the Company and its affiliated
companies (such other amounts and benefits shall be hereinafter referred to as the
“Other Benefits”).



          (b) Death. If the Executive’s employment is terminated by reason of the Executive’s
death during the Employment Period, this Agreement shall terminate without further obligations to
the Executive’s legal representatives under this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be
paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days
of the Date of Termination. With respect to the provision of Other Benefits, the term Other
Benefits as utilized in this Section 6(b) shall include, without limitation, and the Executive’s
estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most
favorable benefits provided by the Company and affiliated companies to the estates and



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beneficiaries of peer executives of the Company and such affiliated companies under such
plans, programs, practices and policies relating to death benefits, if any, as in effect with
respect to other peer executives and their beneficiaries at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the Executive’s death with
respect to other peer executives of the Company and its affiliated companies and their
beneficiaries.




          (c) Disability. If the Executive’s employment is terminated by reason of the
Executive’s Disability during the Employment Period, this Agreement shall terminate without further
obligations to the Executive, other than for payment of Accrued Obligations and the timely payment
or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum
in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits,
the term “Other Benefits” as utilized in this Section 6(c) shall include, and the Executive shall
be entitled after the Disability Effective Date to receive, disability and other benefits at least
equal to the most favorable of those generally provided by the Company and its affiliated companies
to disabled executives and/or their families in accordance with such plans, programs, practices and
policies relating to disability, if any, as in effect generally with respect to other peer
executives and their families at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect
at any time thereafter generally with respect to other peer executives of the Company and its
affiliated companies and their families.




          (d) Cause; Other than for Good Reason. If the Executive’s employment shall be
terminated for Cause during the Employment Period, this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base
Salary through the Date of Termination, (y) the amount of any compensation previously deferred by
the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid. If the
Executive voluntarily terminates employment during the Employment Period, excluding a termination
for Good Reason, this Agreement shall terminate without further obligations to the Executive, other
than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case,
all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the
Date of Termination.




     7. Nonexclusivity of Rights. Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in any plan, program, policy or practice provided by
the Company or any of its affiliated companies and for which the Executive may qualify (provided,
that the Executive hereby waives any right to participate in any severance plan, program, or policy
of the Company during the Employment Period), nor, subject to Section 12(f), shall anything herein
limit or otherwise affect such rights as the Executive may have under any contract or agreement
with the Company or any of its affiliated companies. Amounts which are vested benefits, or which
the Executive is otherwise entitled to receive under any plan, policy, practice or program of or
any contract or agreement with the Company or any of its affiliated companies at or subsequent to
the Date of Termination, shall be payable in accordance



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with such plan, policy, practice or program or contract or agreement except as explicitly
modified by this Agreement.



     8. Full Settlement. The Company’s obligations to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may
have against the Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement. Each and every payment made hereunder by the
Company shall be final, and the Company will not seek to recover all or any part of such payment
from the Executive for any reason. The Company agrees to pay as incurred, to the full extent
permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result
of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the
validity or enforceability of, or liability under, any provision of this Agreement or any guarantee
of performance thereof (including as a result of any contest by the Executive about the amount of
any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the
applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986,
as amended (the “Code”).



     9. Certain Additional Payments by the Company.



          (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below,
in the event it shall be determined that any payment or distribution by the Company to or for the
benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise, but determined without regard to any additional payments
required under this Section 9) (a “Payment”) would be subject to the excise tax imposed by Section
4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such
excise tax (such excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an
additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of
all taxes (including any interest or penalties imposed with respect to such taxes), including,
without limitation, any income taxes (and any interest and penalties imposed with respect thereto),
employment taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount
of the Gross-Up Payment equal to the Excise Tax Imposed upon the Payments.




          (b) Subject to the provisions of Section 9(c), all determinations required to be made under
this Section 9, including whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be
made by Deloitte & Touche LLP or such certified public accounting firm as may be designated by the
Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the
Company and the Executive within 15 business days of the receipt of notice from the Executive that
there has been a Payment, or such earlier time as is requested by the Company. In the event that
the Accounting Firm is serving as accountant or auditor for



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the individual, entity or group effecting the Change of Control, the Executive shall appoint
another nationally recognized accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses
of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined
pursuant to this Section 9, shall be paid by the Company to the Executive within ten days of the
receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be
binding upon the Company and the Executive. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder,
it is possible that Gross-Up Payments which will not have been made by the Company should have been
made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event
that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to
or for the benefit of the Executive.




     (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than ten business days after the
Executive is informed in writing of such claim and shall apprise the Company of the nature of such
claim and the date on which said claim is requested to be paid. The Executive shall not pay such
claim prior to the expiration of the 30-day period following the date on which it gives such notice
to the Company (or such shorter period ending on the date that any payment of taxes with respect to
such claim is due). If the Company notifies the Executive in writing prior to the expiration of
such period that it desires to contest such claim, the Executive shall:




     (i) give the Company any information reasonably requested by the Company
relating to such claim,




     (ii) take such action in connection with contesting such claim as the Company
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by the Company,




     (iii) cooperate with the Company in good faith in order to effectively contest
such claim, and




     (iv) permit the Company to participate in any proceedings relating to such
claim;


provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or
Income Tax (including interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on


15









 






the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing authority in respect
of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and
sue for a refund or to contest the claim in any permissible manner, and the Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall determine; provided,
however, that if the Company directs the Executive to pay such claim and sue for a refund, the
Company shall advance the amount of such payment to the Executive, on an interest-free basis and
shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or
Income Tax (including interest or penalties with respect thereto) imposed with respect to such
advance or with respect to any imputed income with respect to such advance; and further provided
that any extension of the statute of limitations relating to payment of taxes for the taxable year
of the Executive with respect to which such contested amount is claimed to be due is limited solely
to such contested amount. Furthermore, the Company’s control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall
be entitled to settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.




          (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to
Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the
Executive shall (subject to the Company’s complying with the requirements of Section 9(c) promptly
pay to the Company the amount of such refund (together with any interest paid or credited thereon
after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by
the Company pursuant to Section 9(c), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration of 30 days after
such determination, then such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.




          (e) Subject to any earlier time limits set forth in Section 9, all payments and reimbursements
to which the Executive is entitled under this Section 9 shall be paid to or on behalf of the
Executive not later than the end of the taxable year of the Executive next following the taxable
year of the Executive in which the Executive (or the Company, on the Executive’s behalf) remits the
related taxes (or, in the event of an audit or litigation with respect to such tax liability under
Section 9(d), not later than the end of the taxable year of the Executive next following the
taxable year of the Executive in which there is a final resolution of such audit or litigation
(whether by reason of completion of the audit, entry of a final and non-appealable judgment, final
settlement, or otherwise)).




     10. Confidential Information. The Executive shall hold in a fiduciary capacity for
the benefit of the Company all secret or confidential information, knowledge or data



16









 







relating to the Company or any of its affiliated companies, and their respective businesses,
which shall have been obtained by the Executive during the Executive’s employment by the Company or
any of its affiliated companies and which shall not be or become public knowledge (other than by
acts by the Executive or representatives of the Executive in violation of this Agreement). After
termination of the Executive’s employment with the Company, the Executive shall not, without the
prior written consent of the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other than the Company and
those designated by it. In no event shall an asserted violation of the provisions of this Section
10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive
under this Agreement.



     11. Successors.



          (a) This Agreement is personal to the Executive and without the prior written consent of the
Company shall not be assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s
legal representatives.




          (b) This Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.




          (c) The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or as sets of the
Company to assume expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place. As
used in this agreement, “Company shall mean the Company as herein before defined and any successor
to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.




     12. Section 409A of the Code.



          (a) This Agreement is intended to comply with Section 409A of the Code and shall be
interpreted, operated and administered in a manner that conforms to the requirements of Section
409A of the Code and the regulations thereunder.




          (b) If, at the time of Executive’s “separation from service” within the meaning of Treasury
Regulation Section 1.409A-1(h) other than by reason of death, Executive is deemed to be a
“specified employee” of a public company within the meaning of Treasury Regulation Section
1.409A-1(i), any amount constituting deferred compensation under Code Section 409A to which
Executive otherwise would have been entitled to under any provision of this Agreement shall not be
paid until the date that is 6 months following Executive’s separation from service (or, if earlier,
the date of Executive’s death) (the “6-Month Delay Period”), if and to the extent such delay is
required under Section 409A of the Code and the regulations thereunder.




17









 






     (i) If Executive is considered to be a “specified employee” as set forth above
and payments and benefits are subject to the 6-Month Delay Period, the Company
shall make an irrevocable contribution to Rabbi Trust A within 5 business days
following the Date of Termination in an amount that is sufficient to pay Executive
the payments and benefits to which Executive is entitled under this Agreement,
plus, interest (calculated at the prime rate as published in the Wall Street
Journal on the Date of Termination plus 1%) for the period beginning on the earlier
of Executive’s Date of Termination or “separation from service” as set forth above,
and ending on the later of: (A) the last day of the 6-Month Delay Period; or (B)
the payment date under subsection 12(c) below.




     (ii) The amounts described in Section 12(b)(i) shall be paid to the Executive
on the first business day after the end of the 6-Month Delay Period.



          (c) In the event that any payment under this Agreement is delayed due to a disputed payment or
refusal to pay under Treasury Regulation Section 1.409A-3(g), such payment shall be deemed to be
paid as of the date that is specified as the payment date under the relevant provision of this
Agreement. If under this Agreement, an amount is to be paid in installments, each installment
shall be treated as a separate payment for purposes of Treasury Regulations Section
1.409A-2(b)(2)(iii).




          (d) The Company shall indemnify the Executive, as provided in this subsection (d), if the
Executive incurs additional tax under Section 409A of the Code as a result of a violation of
Section 409A of the Code (each an “Indemnified Section 409A Violation”) that occurs as a result of
(1) the Company’s clerical error (other than an error cause by erroneous information provided to
the Company by the Executive), (2) the Company’s failure to administer this Agreement or any
benefit plan or program in accordance with its written terms (such written terms, the “Plan
Document”), or (3) following December 31, 2008, the Company’s failure to maintain the Plan
Documents in compliance with Section 409A of the Code; provided, that the indemnification set forth
in clause (3) shall not be available to the Executive if (x) the Company has made a reasonable,
good faith attempt to maintain the applicable Plan Document in compliance with Code Section 409A
but has failed to do so or (y) the Company has maintained the applicable Plan Document in
compliance with Section 409A of the Code but subsequent issuance by the Internal Revenue Service or
the Department of the Treasury of interpretive authority results in the applicable Plan Document
not (or no longer) complying with Section 409A of the Code (except that, if the Company is
permitted by such authority or other authority to amend the Plan Document to bring the Plan
Document into compliance with Section 409A of the Code and fails to do so, then such
indemnification shall be provided). 





     (i) In the event of an Indemnified Section 409A Violation, the Company shall
reimburse the Executive for (1) the 20% additional income tax described in Section
409A(a)(1)(B)(i)(II) of the Code (to the extent that the Executive incurs the 20%
additional income tax as a result of the



18









 







Indemnified Section 409A Violation), and (2) any interest or penalty that is
assessed with respect to the Executive’s failure to make a timely payment of the
20% additional income tax described in clause (1), provided that the Executive pays
the 20% additional income tax promptly upon being notified that the tax is due (the
amounts described in clause (1) and clause (2) are referred to collectively as the
“Section 409A Tax”).  




     (ii) In addition, in the event of an Indemnified Section 409A Violation, the
Company shall make a payment (the “Section 409A Gross-Up Payment”) to the Executive
such that the net amount the Executive retains, after paying any federal, state, or
local income tax or FICA tax on the Section 409A Gross-Up Payment, shall be equal
to the Section 409A Tax. The procedures set forth in Section 9 with respect to the
Gross-Up Payment shall also apply to the payment of the Section 409A Tax and the
Section 409A Gross-Up Payment (including, without limitation, the Company’s right
to contest the Section 409A Tax); provided, that, in addition to such procedures,
the Executive shall reasonably cooperate with measures identified by the Company
that are intended to mitigate the Section 409A Tax to the extent that such measures
do not materially reduce or delay the payments and benefits to the Executive
hereunder.



     13. Miscellaneous.



          (a) The captions of this Agreement are not part of the provisions hereof and shall have no
force or effect. This Agreement may not be amended or modified otherwise than by a written
agreement executed by the parties hereto or their respective successors and legal representatives.




          (b) Notices given pursuant to this Agreement shall be in writing and shall be deemed given
when actually received by the Executive or actually received by the Company’s secretary. If
mailed, such notices shall be mailed by United States registered or certified mail, return receipt
requested, addressee only, postage prepaid, if to the Company, to Attention: Secretary (or
President, if the Executive is then Secretary), or if to the Executive, at the address set forth
below the Executive’s signature to this Agreement, or to such other address as the party to be
notified shall have theretofore given to the other party in writing.




          (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.




          (d) The Company may withhold from any amounts payable under this Agreement such Federal,
state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or
regulation.




          (e) The Executive’s or the Company’s failure to insist upon strict compliance with any
provision of this Agreement or the failure to assert any right the




19









 





Executive or the Company may have hereunder, including, without limitation, the right of the
Executive to terminate employment for Good Reason pursuant to Section 5(c)(i)-(v) of this
Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or
right of this Agreement.




          (f) The Executive and the Company acknowledge that, except as may other wise be provided under
any other written agreement between the Executive and the Company, the employment of the Executive
by the Company is “at will” and, subject to Section l(a) hereof, prior to the Effective Date, the
Executive’s employment and/or this Agreement may be terminated by either the Executive or the
Company at any time prior to the Effective Date, in which case the Executive shall have no further
rights under this Agreement. From and after the Effective Date this Agreement shall supersede any
other agreement between the parties with respect to the subject matter hereof.




     14. Governing Law; Resolution of Disputes. This Agreement and the rights and
obligations hereunder shall be governed by and construed in accordance with the laws of the State
of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be
determined by arbitration under the rules of the American Arbitration Association then in effect
(in which case both parties shall be bound by the arbitration award) or by litigation. Whether the
dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation
shall be in the judicial district encompassing the city in which the Executive resides;
provided that, if the Executive is not then residing in the United States, the election of
the Executive with respect to such venue shall be Wisconsin. The parties consent to personal
jurisdiction in each trial court in the selected venue having subject matter jurisdiction, and each
party irrevocably consents to service of process in the manner provided hereunder for the giving of
notices.



20









 





          IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization from its Board of Directors, the Company has caused these presents to be executed in
its name and on its behalf, all as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	SENSIENT TECHNOLOGIES CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Kenneth P. Manning
	 	 
	 

	 	 	 	Chairman, President & Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

(Executive)
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 







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