EX-10.11






Exhibit 10.11




AMENDMENT NO. 1




SENSIENT TECHNOLOGIES CORPORATION

2002 STOCK OPTION PLAN

(as amended and restated on April 24, 2008)




     The following terms set forth an Amendment No. 1 to the Sensient Technologies Corporation (the
“Company”) 2002 Stock Option Plan, as amended and restated on April 24, 2008 (the “Plan”),
effective as of the date of adoption by the Company’s Board of Directors (the “Board”) as set forth
herein (the “Amendment”). All defined terms set forth in this Amendment shall have the meaning set
forth in the Plan.



     WHEREAS, the Plan was adopted by the Board of Directors and was approved by shareholders at
their annual meeting on April 25, 2002, and the Plan was amended and restated on April 24, 2008 to
permit the grant of restricted stock units; and



     WHEREAS, Section 13.1 of the Plan allows the Board to amend the Plan at any time, provided
that shareholder approval will be obtained if it is required under the Internal Revenue Code of
1986, as amended (the “Code”) and the guidance issued thereunder or under the listing requirements
of the Company’s principal securities exchange; and



     WHEREAS, the Board believes it is in the best interests of the Company to amend the Plan to
comply with the requirements of Section 409A of the Code and the guidance issued thereunder
(“Section 409A”); and



     WHEREAS, such amendments are not prohibited by the Plan, such amendments do not constitute
material modifications under Section 162(m) of the Code or the applicable rules of the New York
Stock Exchange, and such amendments do not require shareholder approval; and



     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
to this Amendment, intending to be legally bound, hereby agree as follows:



     1. Restricted Stock Units. The following sentence shall be inserted at the end of section 9.2
to read as follows:




“Any Restricted Stock Units granted to a Participant who is subject to U.S. tax with respect
to such Restricted Stock Units will be exempt from, or if not so exempt, comply with Section
409A of the Code and any guidance issued thereunder.”



     2. Taxes. A new section heading entitled “14.1 Withholdings and Deductions.” shall be
inserted immediately following “Section 14. Taxes.” and the current text shall follow the new
section heading.



 









 





     3. Section 409A of the Code. A new section heading entitled “14.2 Section 409A of the Code.”
shall be inserted at the end of Section 14, along with subparagraphs to read as follows:




“(a) It is intended that any Awards or other benefits granted to a Participant pursuant to
this Plan will be exempt from, or otherwise comply with, Section 409A of the Code and the
guidance issued thereunder (“Section 409A”) so as not to be subject to the additional tax
and interest under Section 409A of the Code (a “Section 409A Tax”). The provisions of this
Plan and any Awards or agreements thereunder will be interpreted and construed in favor of
complying with any applicable requirements of Section 409A necessary in order to avoid the
imposition of a Section 409A Tax. Notwithstanding the foregoing, the Company does not
guarantee the tax treatment of any Awards or other benefits, whether pursuant to the Code,
federal, state, local or foreign tax laws and regulations.




(b) If, at any time a Participant has in effect an Award or other benefit pursuant to this
Plan, the Participant is a “specified employee” (as defined under and determined in
accordance with Section 409A), then the following provision shall apply. No Award or other
benefit considered deferred compensation under Section 409A that is payable upon the
Participant’s separation from service (as defined under and determined in accordance with
Section 409A) and not subject to an exception or exemption under Section 409A, shall be
delivered, paid or made available to the Participant until the business day that is at least
six (6) months following the Participant’s separation from service (except in the event of
the Participant’s death during such six-month period).




(c) Notwithstanding anything in this Plan to the contrary, any adjustment made with respect
to Awards pursuant to this Plan, including pursuant to Section 5.3 (Adjustments in
Capitalization), Section 7.10 (Substitute Options), and Section 12.1 (Change of Control),
shall be made only to the extent such adjustment complies with, to the extent applicable,
Section 409A and Section 424 of the Code, including without limitation Treasury Regulation
§ 1.409A-1(b)(v)(D) and (H).”



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     IN WITNESS WHEREOF, the Company by action of the Board has executed this Amendment as of
October ___, 2008.



	 	 	 	 	 	 	 
	 	 	SENSIENT TECHNOLOGIES CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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