EX-10.6.A






Exhibit 10.6(a)




SENSIENT TECHNOLOGIES FROZEN SUPPLEMENTAL BENEFIT PLAN




(Amended and Restated as of December 31, 2004)




 









 





SENSIENT TECHNOLOGIES FROZEN SUPPLEMENTAL BENEFIT PLAN




     Section 1. Purpose.



          The Sensient Technologies Corporation Supplemental Benefit Plan, (the “Original Plan”) was
initially established to reimburse certain employees for various reductions in qualified plan
benefits in the Sensient Technologies Retirement Employee Stock Ownership Plan, the Sensient
Technologies Transition Retirement Plan, the Sensient Technologies Corporation Saving Plan, and the
Retirement Plan, which reductions are caused by (i) restrictions in Section 401(a)(17), 410, or 415
of the Internal Revenue Code, (ii) the maximum limitation on employer and employee contributions
under Sections 401(k), 401(m), and 402(g), of the Internal Revenue Code and (iii) the deferral of a
portion of their cash compensation pursuant to nonqualified deferred compensation arrangements.




          Following the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”): (1) 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 (2) a new, ongoing supplemental benefit plan subject to Section 409A of the
Code was adopted with respect to benefits vesting and accruing on and after January 1, 2005.




          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 after December 31, 2004 and no supplements may be
allocated after that date.




     Section 2. Definitions.



          (a) “Administrator” means the Vice President of Administration of the Company.




          (b) “Benefits Administrative Committee” means the Benefits Administrative Committee of the
Company appointed by the Chief Executive Officer of the Company.




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




          (d) “Company” means Sensient Technologies Corporation (formerly known as Universal Foods
Corporation), a Wisconsin corporation.




          (e) “Employer” means the Company and any subsidiary or affiliate of the Company.




          (f) “Executive” means an employee of an Employer whose benefits under the Plan are vested and
accrued as of the Freeze Date and who is specifically listed on the attached Appendix A. No
employees may be eligible for or may begin participation in the Plan following the Freeze Date.




- 2 -









 








          (g) “Freeze Date” means December 31, 2004.




          (h) “Plan Account” means the bookkeeping account maintained by the Administrator and credited
to each Executive, of the amount vested and accrued as of the Freeze Date, as set forth on the
attached Appendix A, as further adjusted by earnings after such date.




          (i) “Rabbi Trust” means the trust established pursuant to the Trust Agreement dated January
18, 1988 between the Company and Marshall & Ilsley Trust Company which applies to various
nonqualified deferred compensation programs for employees of the Company.




          (j) “STC Stock” means common stock of the Company and/or noncallable preferred stock of the
Company which is convertible into common stock of the Company.




     Section 3. Valuation Adjustments to Plan Account.



          (a) The Administrator shall maintain a bookkeeping record of the Plan Account for each
Executive. The amount in each Account shall be adjusted from time to time by the adjustments for
valuation specified below.




          (b) The portions of a Plan Account attributable to the ESOP Supplement shall reflect the
actual investment performance of the Executive’s account under the ESOP. In the event the
Executive has no such account, the ESOP Supplement shall reflect the actual investment performance
of the STC Stock account under the ESOP. The portions of the Plan Account attributable to the
Transition Plan Supplement and, after September 30, 1989 the Retirement Plan Supplement shall
reflect the actual investment performance of the STC Stock Account under the ESOP.




          (c) The portion of a Plan Account attributable to the Savings Plan Matching Supplement shall
reflect the actual investment performance of the Executive’s Company matching contribution account
under the Savings Plan.




          (d) With respect to the Rabbi Trust pursuant to Section 5 below, the actual earnings of the
assets in the Rabbi Trust shall be irrelevant with respect to the value of an Executive’s Plan
Account except as described in (b) above. The adjustments to a portion of a Plan Account
attributable to a particular supplement, as required above shall be made on the same dates that the
valuations are conducted for the plan to which the particular supplement relates or more frequently
as determined by the Administrator.




     Section 4. Benefit Payments.



          (a) Distribution of the Plan Account of an Executive shall be made in a lump sum cash payment
within sixty (60) days after the end of the calendar quarter in which occurs the Executive’s
separation from service with the Employers.




          (b) In the event the Executive dies prior to receipt of the Executive’s Plan Account and while
employed with the Employers, the amount of such Plan Account shall be paid to the beneficiary
designated by the Executive in a lump sum cash payment within sixty (60)



- 3 -









 






days after the end of the calendar quarter in which the Executive’s death occurs or in which
any needed resolution as to beneficiary status is finalized. A beneficiary may be designated by
the Executive by a written statement to such effect filed with the Administrator. In the event no
beneficiary is validly designated or the designated beneficiary predeceased the Executive, the
Executive’s estate shall be the beneficiary hereunder.




          (c) In the event the Rabbi Trust invests in STC Stock as an asset attributable to the Plan, an
Executive or beneficiary eligible for a cash lump sum payment may elect to receive such
distribution in STC Stock in lieu of cash, but not in excess of the portion of the STC Stock owned
by the Rabbi Trust attributable to the Executive’s Plan Account.




     Section 5. Rabbi Trust.



          (a) The Plan Account is utilized solely for recordkeeping purposes to measure and determine of
the amount to be paid to an Executive hereunder. Neither the Plan Accounts nor any other reserve
established on the Company’s books to reflect the liabilities under this Plan shall constitute or
be treated as a trust fund of any kind.




          (b) Notwithstanding (a) above, the Company shall periodically fund the Rabbi Trust in order to
maintain sufficient assets therein to equal the value from time to time of the Plan Accounts.




          (c) In the event the Rabbi Trust invests in STC Stock as an asset attributable to the Plan,
prior to an occasion for the exercise of STC Stock voting rights, the Administrator shall provide
or cause to be provided to each Executive notification of such occasion together with any other
information being provided by the Company to its shareholders with respect to such occasion. Each
Executive is entitled to direct the manner in which the portion of the STC Stock owned by the Rabbi
Trust attributable to his Plan Account is to be voted on such occasion. Any fractional share of
STC Stock attributable to an Executive’s Plan Account or any STC Stock for which no voting
direction is received shall not be voted.




          (d) In the event of any tender offer for shares of STC Stock held in the Rabbi Trust
attributable to the Plan, the Administrator shall provide each Executive with notification of such
tender offer together with any other information being provided to Company shareholders in
connection with the tender offer. Each Executive is entitled to direct whether or not and, if so,
to what extent the portion of the STC Stock held by the Rabbi Trust attributable to his Plan
Account is to be tendered in response to such tender offer. With respect to any STC Stock for
which no direction is received, no action shall be taken.




     Section 6. Inter-Employer Reimbursements.



          Although any benefit payments or contributions to the Rabbi Trust hereunder shall be made by
the Company, it shall be determined by the Administrator whether any portion thereof is allocable
to any other Employer on account of its employment of the applicable Executive. In any such case,
the Company shall be reimbursed by such other Employer in the amount and manner determined by the
Administrator pursuant to uniformly applicable procedures.




- 4 -









 








     Section 7. Non-Alienation of Benefits.



          Neither an Executive nor his designated beneficiaries shall have the power to transfer,
assign, anticipate or otherwise encumber in advance any of the payments provided in this Plan; nor
shall any of said payments, nor any assets or funds of the Company or any Employer be subject to
seizure for the payment of any of the Executive’s or his beneficiaries’ judgments, alimony or
separate maintenance or be reached or transferred by operation of law in the event of the
bankruptcy or insolvency of the Executive or any beneficiary. 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).




     Section 8. 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 Company’s intention that all distributions, payments and benefits under this
Plan will be grandfathered under Section 409A of the Code as of the Freeze Date, 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 Board or the
Administrator, 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.




     Section 9. Administration.



          The Administrator shall have all such powers that may be necessary to carry out the provisions
of the Plan, including without limitation, the power to delegate administrative matters to other
persons, to construe and interpret the Plan, to adopt and revise rules, regulations and forms
relating to and consistent with the Plan’s terms, and to make any other determination which it
deems necessary or advisable for the implementation and administration of the Plan. All decisions
and determinations by the Administrator shall be final, binding and conclusive as to all parties,
including without limitation any Executive and all other employees and persons.




     Section 10. 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




- 5 -









 







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 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.





(A) 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.




(B) 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(a),
as well as the appeal under Section 9(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



- 6 -









 






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.




     Section 11. Limitation of Rights Against the Employers.



          Participation in this Plan, or any modifications thereof, or the payments of any benefits
hereunder, shall not be construed as giving to any Executive any right to be retained in the
service of the Employers, limiting in any way the right of the Employers to terminate such
Executive’s employment at any time, evidencing any agreement or understanding express or implied,
that the Employers will employ such Executive in any particular position or at any particular rate
of compensation and/or guaranteeing such Executive any right to receive any other form or amount of
remuneration from the Employers.




     Section 12. Construction.



          The Plan shall be construed, administered and governed in all respects under and by the laws
of the State of Wisconsin, except to the extent preempted by ERISA. Wherever any words are used
herein in the masculine, they shall be construed as though they were used in the feminine for all
cases where they would so apply; and wherever any words are used herein in the singular or the
plural, they shall be construed as though they were used in the plural or the singular, as the case
may be, in all cases where they would so apply. The words “hereof”, “herein”, “hereunder” and
other similar compounds of the word “here” shall mean and refer to this entire document and not to
any particular paragraph.




     Section 13. Amendment or Termination of the Plan.



          The Board shall have the right to amend, modify, terminate or discontinue the Plan at any time
and such action shall be final, binding and conclusive as to all parties, including any Executive,
any beneficiary thereof and all other Employers’ employees and persons; provided, however, that no
such action shall constitute a material modification, as defined in Section 409A of the Code.




     Section 14. Relationship to Employment Agreements.



          Except as otherwise expressly provided herein, this Plan does not affect the rights of any
Executive under any employment or other compensation agreement with an Employer covering such
Executive.




     Section 15. Successors and Assigns.



          The terms and conditions of the Plan shall be binding upon the successors and assigns of the
Employer, including without limitation any entity into which an Employer may be merged or with
which an Employer may be consolidated.




- 7 -









 








     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	 	 
	 

	 	 	 	 






- 8 -









 








Sensient Technologies Frozen Supplemental Benefit Plan


APPENDIX A



List of Executives and Plan Account as of the Freeze Date




	 	 	 	 	 
	Executive	 	Plan Account as of Freeze Date
	 

	 	$	1,163,667.11	 
	 

	 	$	306,753.34	 
	 

	 	$	82,841.08	 
	 

	 	$	11,221.34	 
	 

	 	$	5,052.79