exv10w2



 






Exhibit 10.2




EXECUTIVE EMPLOYMENT CONTRACT




     THIS AGREEMENT, made and entered into as of the 1st day of December, 2005 by and between
Sensient Technologies Corporation, a Wisconsin corporation (hereinafter referred to as the
“Company”), and Kenneth P. Manning (hereinafter referred to as “Executive”);



W I T N E S S E T H :




     WHEREAS, the Executive is presently employed by the Company as its President, Chief Executive
Officer and Chairman of the Board of Directors of the Company (the “Board”);



     WHEREAS, the Board recognizes that the Executive’s contribution to the growth and success of
the Company has been substantial;



     WHEREAS, the Board desires to provide for the continued employment of the Executive and to
encourage the continued attention and dedication to the Company of the Executive as a member of the
Company’s management and as Chairman of its Board of Directors;



     WHEREAS, the Executive and the Company intend that this Agreement shall supersede and replace
the Executive Employment Contract made and entered into as of November 11, 1999, by and between the
Company and the Executive (the “Prior Agreement”);



     WHEREAS, the Executive and the Company intend that in the event of a Change of Control (as
defined in the Amended and Restated Change of Control Severance and Employment Agreement, made and
entered into as of November 11, 1999, as amended, by and between the Executive and the Company (the
“Change of Control Agreement”)), this Agreement shall be superseded and replaced by the Change of
Control Agreement; and



     WHEREAS, the Executive is willing to commit himself to continue to serve the Company, on the
terms and conditions herein provided;



     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, the parties hereto mutually covenant and agree as follows:



     1. Employment. The Company hereby agrees to continue to employ the Executive, and the
Executive hereby agrees to continue to serve the Company, on the terms and conditions set forth
herein.



     2. Term. The employment of the Executive by the Company as provided in Section 1 of this
Agreement will commence on the date hereof and end immediately following the Company’s 2010 Annual
Meeting of Shareholders to be held on April 22, 2010, unless further extended by mutual agreement
or sooner terminated as hereinafter provided (the “Employment Period”), after which Executive will
continue to serve as a non-employee Chairman of the Board until immediately following the Company’s
2011 Annual Meeting of Shareholders to be held on April 21, 2011.



 









 





     3. Position and Duties.



               (a) The Executive shall serve as President of the Company until the election of a new
President and Chief Operating Officer in accordance with the succession plan approved by the Board,
unless otherwise mutually agreed. Throughout that period and thereafter until the Company’s Annual
Meeting of Shareholders to be held on April 23, 2009, and unless otherwise mutually agreed, the
Executive shall serve as Chief Executive Officer of the Company and the Chairman of the Board and
shall have such responsibilities and authority as may from time to time be assigned to the
Executive by the Company’s Board of Directors consistent with his position as President and Chief
Executive Officer of the Company and Chairman of the Board. During the remainder of the Employment
Period and unless otherwise mutually agreed, the Executive shall serve as the Chairman of the Board
and shall have such responsibilities and authority as may from time to time be assigned to the
Executive by the Company’s Board of Directors consistent with his position as Chairman of the
Board.



               (b) During the Employment Period, and excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive shall devote substantially all his working time and
efforts 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 under this Agreement, use the
Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently.
It shall not be considered a violation of the foregoing 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 or otherwise
violate the provisions of Section 14.



     4. Place of Performance. In connection with the Executive’s employment by the Company, the
Executive shall be based in Milwaukee, Wisconsin (at the principal executive offices of the
Company) except for required travel on the Company’s business to an extent substantially consistent
with his present business travel obligations.



     5. Compensation and Related Matters.



               (a) Base Salary. Except as provided below, during the Employment Period, the Company shall pay
to the Executive a salary at a rate of $783,000 per annum pursuant to the Company’s normal payroll
practices (the “Base Salary”). The Base Salary shall be reviewed on or before January 1 of each
year following the date of this Agreement, while this Agreement remains in force, to ascertain
whether in the judgment of the Board or such Committee to whom the Board may have delegated
authority, such Base Salary should be adjusted. Any adjustment shall occur only by mutual agreement
of the Company (acting with the approval of the Compensation Committee) and the Executive. If so
adjusted, the term Base Salary as utilized in this Agreement shall refer to the Base Salary as so
adjusted. Compensation of the Executive by salary payments shall not be deemed exclusive and shall
not prevent the Executive from participating in any other compensation or benefit plan of the
Company. The Base Salary payments (including any adjusted salary payments) hereunder shall not in
any way limit or reduce any other obligation of the Company hereunder, and no other compensation,
benefit or



 









 




payment hereunder shall in any way limit or reduce the obligation of the Company to pay the
Executive’s Base Salary hereunder.




               (b) Annual Bonus. In addition to the annual Base Salary, the Executive shall be eligible to be
awarded, for each fiscal year or portion of a fiscal year ending during the Employment Period, an
annual bonus (the “Annual Bonus”) pursuant to the terms of the Company’s Incentive Compensation
Plan for Elected Corporate Officers, or any successor or replacement plan.



               (c) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Executive in performing services
hereunder, including all expenses of travel and living expenses while away from home on business or
at the request of and in the service of the Company, provided that such expenses are incurred and
accounted for in accordance with the policies and procedures established by the Company.



               (d) Other Benefits. During the Employment Period: (i) the Executive shall be entitled to
participate in incentive, savings and retirement plans, practices, policies and programs of the
Company to an extent no less favorable than the participation provided generally to other senior
executives of the Company; and (ii) the Executive and/or the Executive’s family, as the case may
be, shall be eligible for participation in, and shall receive benefits under, welfare benefit
plans, practices, policies and programs provided by the Company (including, without limitation,
medical, prescription, dental, disability, employee life insurance, group life insurance,
accidental death and travel accident insurance plans and programs) to an extent no less favorable
than the participation and benefits provided to other senior executives of the Company (and/or
their families).



               (e) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation
that is no less favorable than the paid vacation provided generally to other senior executives of
the Company and to all paid holidays given by the Company to its other senior executives.



               (f) Office and Support Staff. During the entire term of this Agreement (including the time
following the Employment Period but while Executive serves as Chairman of the Board), the Company
shall furnish the Executive with office space, secretarial assistance and such other facilities and
services as shall be suitable to the Executive’s position and adequate for the performance of his
duties as set forth in Section 3.



               (g) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe
benefits and perquisites, which shall be no less favorable than the fringe benefits and perquisites
provided generally to other senior executives of the Company.



               (h) Non-Employee Chairman of the Board. Following the Employment Period but while Executive
serves as Chairman of the Board, the Executive shall receive such compensation, reimbursements and
benefits as the Board of Directors may determine from time to time, but not less than such amounts
as are paid or payable to outside directors.



 









 





     6. Offices. The Executive agrees to serve without additional compensation, if elected or
appointed thereto, as a director of the Company and any of its subsidiaries and in one or more
executive offices of any of the Company’s subsidiaries, provided that the Executive is indemnified
for serving in any such capacities on a basis no less favorable than is currently provided by the
Company’s By-laws.



     7. Death. If the Executive shall die during the Employment Period but prior to the delivery of
a Notice of Termination (as hereinafter defined) by the Company or by the Executive for Good Reason
(as hereinafter defined), the Company shall pay the Executive’s estate or legal representative,
within thirty days following the Executive’s Date of Termination (as hereinafter defined), a lump
sum payment equal to the sum of: (1) the accrued but unpaid portion of the Executive’s annual Base
Salary through the Date of Termination (i.e., the portion of the Base Salary for the period before
Executive’s death that remains unpaid), (2) the value of the Executive’s accrued, but unused,
vacation days (based on the Executive’s annual Base Salary) and (3) the product of (x) the average
annual bonus earned by the Executive for the three years immediately prior to the year in which the
Date of Termination occurs and (y) a fraction, the numerator of which is the number of full and
partial months in the fiscal year in which the Date of Termination occurs through the Date of
Termination, and the denominator of which is twelve, in each case to the extent not theretofore
paid (the “Bonus Amount”), and the Company shall have no further obligations to pay other benefits
under this Agreement. The amounts described in clauses (1), (2) and (3) shall be hereinafter
referred to as the “Accrued Obligations.”



     8. Disability.



               (a) If during the Employment Period, the Company or the Executive terminates the Executive’s
employment due to the Executive’s Disability, the Company shall pay the Executive (1) within thirty
days following the Executive’s Date of Termination, a lump sum payment of the Accrued Obligations
and (2) commencing on the Date of Termination until April 22, 2010 or the termination of his
Disability, whichever is first to occur, such amounts which an individual in his earnings category
would be normally entitled to receive as full Long Term Disability (“LTD”) coverage under the
Company LTD plan then in effect, but not less than 60% of his Base Salary as determined under
Section 5(a) at the time of the Date of Termination. During the term of his Disability, the
Executive also shall receive the employee benefits (or service credits therefor, as the case may
be) he would have been entitled to receive, as provided in Section 5(d) (other than under incentive
plans). The obligation to provide the foregoing disability benefits shall survive the termination
of this Agreement provided the Disability was incurred before termination, and the Company shall
have no further obligations to pay compensation or benefits under this Agreement.



               (b) For purposes of this Agreement, “Disability” means that (i) the Executive has been unable,
for a period of 180 consecutive business days, to perform the Executive’s duties under this
Agreement, as a result of physical or mental illness or injury, and (ii) a physician selected by
the Company or its insurers, and acceptable to the Executive or the Executive’s legal
representative, has determined that the Executive’s incapacity is total and permanent. A
termination of the Executive’s employment by the Company for Disability shall be communicated to
the Executive by written notice, and shall be effective on the 30th day after



 









 




receipt of such notice by the Executive (the “Disability Effective Date”), unless the
Executive returns to full-time performance of the Executive’s duties before the Disability
Effective Date.




     9. Termination by the Company.



               (a) Termination for Cause. The Executive’s employment may be terminated by the Board at any
time for Cause which shall be defined to mean (I) conviction of the Executive of any act of fraud,
theft or embezzlement or (II) the commission of any of the following acts by the Executive which is
substantially injurious to the Company: dishonesty, gross misconduct, willful disclosure of trade
secrets, gross dereliction of duty or other grave misconduct on the part of the Executive.



               The Executive shall not be deemed to have been terminated for Cause without (i) reasonable
notice to the Executive setting forth the reasons for the Company’s intention to terminate for
Cause, (ii) an opportunity for the Executive, together with his counsel, to be heard before the
Board and (iii) delivery to the Executive of a Notice of Termination from the Board finding that in
the good faith opinion of the Board the Executive was guilty of conduct set forth above in this
Section 9(a), and specifying the particulars thereof in detail. In the event the Executive’s
employment is terminated for Cause, the Executive shall be entitled to his accrued and unpaid Base
Salary through the Date of Termination and shall forfeit his right to any and all compensation and
benefits he would otherwise have been entitled to receive under this Agreement.



               (b) Termination without Cause. The Company has the right to terminate the employment of the
Executive without Cause, upon at least thirty days’ prior written notice, if such termination is
approved by a majority vote of the Board taken at a meeting duly called to consider such matter. In
the event of termination of the Executive’s employment pursuant to this Section 9(b), the Company
shall provide the Executive with the following “Termination Benefits,” and the Company shall have
no further obligations to pay compensation or benefits under this Agreement:



                    (i) a lump sum cash payment, within thirty days following the Date of Termination, equal to
the sum of: (A) the Accrued Obligations, and (B) the product of (1) three and (2) the sum of the
Base Salary, plus the higher of Executive’s most recent annual bonus or Executive’s target bonus
for the year in which the Date of Termination occurs (if no target bonus has been set for such
year, the Executive’s target bonus for the prior year shall be used);



                    (ii) the Executive shall be credited with three additional years of service for purposes of
calculating his retirement benefit under any supplemental or excess retirement plan of the Company
in which he was a participant as of the Date of Termination;



                    (iii) from the Date of Termination until 36 months following the end of the month in which the
Date of Termination occurs, 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 5(d)(ii) 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 senior executives



 









 




of the Company (and their families) (in addition, if the Executive is eligible for “COBRA”
continuation health coverage under Section 4980B of the Internal Revenue Code of 1986, as amended
(or any successor provision), such coverage shall commence upon the end of the coverage for the
Severance 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; and




                    (iv) the Executive shall be credited with three additional years of service and age for
purposes of eligibility for retiree health benefits under any retiree health plan maintained by the
Company.



     10. Termination by the Executive.



               (a) Without Good Reason. The Executive has the right to terminate his employment at any time
without Good Reason upon no less than thirty days’ prior written notice delivered to the Company.
If the Executive terminates his employment during the Employment Period for any reason other than
Disability or Good Reason, the Company shall pay a lump sum payment to the Executive of the Accrued
Obligations (other than the Bonus Amount), and the Company shall have no further obligations to pay
compensation or benefits under this Agreement.



               (b) For Good Reason. The Executive has the right to terminate his employment for Good Reason
upon thirty days’ prior written notice delivered to the Company within 120 days of the occurrence
of one of the events set forth below. For purposes of this Agreement, “Good Reason” shall mean,
without the Executive’s written consent:



                    (i) any reduction in the Executive’s Base Salary;



                    (ii) the assignment to the Executive of any duties inconsistent with, or the reduction of
powers or functions associated with, his positions, duties, responsibilities and status with the
Company set forth in Section 3;



                    (iii) the Company’s mandatory transfer of the Executive to another geographic location other
than a location within 35 miles of Milwaukee, Wisconsin or to a location other than the Company’s
principal executive offices, except for required travel on the Company’s business to an extent
substantially consistent with the Executive’s business travel obligations as of the date hereof; or



                    (iv) any other material breach of this Agreement by the Company.



     An isolated, insubstantial and inadvertent action not taken in bad faith, and which is
remedied by the Company within ten days after notice from the Executive, shall not be treated as
Good Reason under this Agreement. In the event of a termination of employment by the Executive for
Good Reason during the Employment Period, the Executive shall be provided with the Termination
Benefits set forth in Section 9(b) hereof.



 









 





     In the event that the Executive shall in good faith give a Notice of Termination (as
hereinafter defined) for Good Reason and it shall thereafter be determined that Good Reason did not
exist, the employment of the Executive hereunder shall, at the Executive’s option, continue after
such determination; provided, that the Executive continued his employment during the dispute
concerning his alleged Good Reason pursuant to his option to do so as provided in Section 11 and
provided further, that in no event shall such employment extend beyond the Employment Period. If
the Executive does not choose to continue his employment hereunder after such determination, the
employment of the Executive shall be deemed to have terminated at the date of giving such purported
Notice of Termination by mutual consent of the Company and the Executive; provided, however, that
if the Executive exercises his option to continue his employment during the period of dispute
concerning his alleged Good Reason as provided in Section 11, the Executive shall be entitled to
compensation and benefits during such continued employment in accordance with Section 5 of this
Agreement.



     11. Notice of Termination; Date of Termination.



               (a) Notice of Termination. Any termination of the Executive’s employment by the Company under
Section 9 or by the Executive under Section 10 shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination”
shall mean a notice which shall indicate the specific termination provision in this Agreement
relied upon and the date of the Executive’s termination and shall set 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. In the event that one party notifies the other that a
dispute exists concerning the termination of the Executive’s employment, the Executive’s employment
under this Agreement shall, at the Executive’s option, not be terminated until such dispute is
finally resolved either by mutual written agreement of the parties or in accordance with Section
16, as the case may be; provided, however, that in no event shall such employment extend beyond the
Employment Period.



               (b) Date of Termination. The Executive’s “Date of Termination” shall mean: (i) in the event of
his death, the date of death; (ii) in the event of his Disability, the Disability Effective Date;
and (iii) in the event of any other termination of employment, the date specified in the Notice of
Termination.



     12. Non-exclusivity 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 for which the Executive may qualify, nor, subject to Section 24, shall anything in this
Agreement limit or otherwise affect such rights as the Executive may have under any contract or
agreement with the Company. Accrued benefits and other amounts that the Executive is otherwise
entitled to receive under any plan, policy, practice or program of, or any contract or agreement
with, the Company on or after the Date of Termination shall be payable in accordance with such
plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly
modified by this Agreement.



     13. Interest and Costs. In the event that any payments due to the Executive hereunder shall
fail to be paid when due, such unpaid amounts shall bear interest at the rate of 8% per annum and
if such unpaid amounts are collected by law or through an attorney-at-law, the



 









 




Executive shall also be entitled to collect reasonable attorneys’ fees and all costs of
collection. Within ten (10) days after the Executive’s written request therefor, the Company shall
pay to the Executive, or such other person or entity as the Executive may designate in writing to
the Company, such reasonable attorneys’ fees and costs of collection in advance of the final
disposition or conclusion of any dispute, legal or arbitration proceeding with respect to such
collection.




     14. Noncompetition; Nonsolicitation and Confidential Information.



               (a) During the Employment Period and while Executive serves as Chairman of the Board,
Executive shall not provide any assistance to any competitor of the Company. In addition, for a
period of one year after the later of the Executive’s Date of Termination or the date Executive
ceases to serve as Chairman of the Board (the “Noncompetition Period”), the Executive shall not,
except as permitted by the Company’s prior written consent, engage in, be employed by, or in any
way advise or act for, any business which is a competitor of the Company in any capacity that
involves assisting the competitor with respect to competing against the Company in any market in
which, at the beginning of the Noncompetition Period, the Company either is selling or marketing
any of its products or is actively planning to begin selling or marketing any of its products.
Notwithstanding the foregoing, this Section 14(a) shall not apply during the Noncompetition Period
if the Executive’s employment is terminated without Cause or the Executive terminates his
employment for Good Reason.



               (b) During the Noncompetition Period, other than on behalf of the Company, the Executive shall
not induce or solicit any employee of the Company to terminate his or her employment.



               (c) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret
or confidential information, knowledge or data relating to the Company and its respective
businesses that the Executive obtains during the Executive’s employment by the Company and that is
not public knowledge (other than as a result of the Executive’s violation of this Section 14(c)
(“Confidential Information”)). For so long as any piece of Confidential Information is sensitive
and/or of economic value to the Company, the Executive shall not communicate, divulge or
disseminate any such piece of Confidential Information outside the Company, except with the prior
written consent of the Company or as otherwise required by law or legal process.



               (d) All computer software, business cards, telephone lists, customer lists, price lists,
contract forms, catalogs, the Company books, records, files and know-how acquired while the
Executive is an employee of the Company are acknowledged to be the property of the Company and
shall not be duplicated, removed from the Company’s possession or premises or made use of other
than in pursuit of the Company’s business or as may otherwise be required by law or any legal
process, or as is necessary in connection with any adversarial proceeding against the Company and,
upon termination of employment for any reason, the Executive shall deliver to the Company, without
further demands, the originals and all copies thereof which are then in his possession or under his
control.



 









 





               (e) The provisions of Sections 14(a), (b), (c) and (d) shall remain in full force and effect
until the expiration of the period specified herein notwithstanding the earlier termination of the
Executive’s employment hereunder. In the event of a breach of the Executive’s covenants under this
Section 14, it is understood and agreed that the Company shall be entitled to injunctive relief, as
well as any other legal remedies. For purposes of this Section 14, the “Company” shall include all
entities controlling, controlled by or under common control with the Company.



     15. Resolution of Disputes. Any dispute arising out of this Agreement shall, at the
Executive’s option, be determined by arbitration under the rules of the American Arbitration
Association then in effect, other than any requests for injunctive relief under Section 14(e), or
by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the
arbitration or litigation shall be Milwaukee, Wisconsin or, if the Executive is no longer residing
or working in Milwaukee, Wisconsin, such venue shall, at the Executive’s election, be the city in
which the Executive resides. More specifically, if litigation is the method for settling any such
dispute, venue for the litigation shall be in the Circuit Court of Milwaukee County or, if the
Executive is no longer residing or working in Milwaukee, Wisconsin, such venue shall, at the
Executive’s election, be the county court for the county in which the Executive resides. The
parties consent to jurisdiction in the selected venue notwithstanding their residence or situs.



     16. Payment Obligations Absolute. The Company’s obligation during and after the term of the
Executive’s employment hereunder to pay the Executive the compensation and to make the arrangements
provided herein shall be absolute and unconditional and shall not be affected by any circumstances,
including, without limitation, any setoff, counterclaim, recoupment, defense or other right which
the Company may have against him or anyone else, except as provided in Section 9(b)(iii). All
amounts payable by the Company hereunder shall be paid without notice (except as provided in
Section 12) or demand. The Company will not seek to recover all or any part of any such payment
from the Executive or from whomsoever may be entitled thereto, for any reason whatsoever, except as
provided in Section 9(b)(iii).



     17. Strict Compliance. The Executive’s or the Company’s failure to insist upon strict
compliance with any provision of, or to assert any right under, this Agreement (including, without
limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section
10(b)) shall not be deemed to be a waiver of such provision or right or of any other provision of
or right under this Agreement.



     18. Successors; Binding Agreement.



               (a) 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 assets of the
Company, by agreement in form and substance satisfactory to the Executive, to expressly assume 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. Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As
used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor
to its business and/or assets as



 









 




aforesaid which executes and delivers the agreement provided for in this Section 18 or which
otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.




               (b) This Agreement and all rights of the Executive hereunder shall inure to the benefit of and
be enforceable by the Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. Except as otherwise expressly provided in
Sections 7 and 8 of this Agreement, if the Executive should die while any amounts would still be
payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee,
legatee, or other designee or, if there be no such designee, to the Executive’s estate.



     19. Notice. All notices, requests, demands and other communications required or permitted to
be given by either party to the other party by this Agreement (including, without limitation, any
Notice of Termination of employment) shall be in writing and shall be deemed to have been duly
given when delivered personally or received by certified or registered mail, return receipt
requested, postage prepaid, at the address of the other party, as follows:



     If to the Company, to:


Sensient Technologies Corporation

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

Attention: Secretary



     If to Executive, to the last address for the Executive in the Company’s records.



     Either party hereto may change its address for purposes of this Section 19 by giving fifteen
(15) days prior notice to the other party hereto.



     20. Severability. If any term or provision of this Agreement or the application hereof to any
person or circumstance shall to any extent be invalid or unenforceable, the remainder of this
Agreement or the application of such term or provision to persons or circumstances other than those
as to which it is held invalid or unenforceable shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.



     21. Headings. The headings in this Agreement are inserted for convenience of reference only
and shall not be a part of or control or affect the meaning of this Agreement.



     22. Governing Law. This Agreement has been executed and delivered in the State of Wisconsin
and shall in all respects be governed by, and construed and enforced in accordance with, the laws
of the State of Wisconsin.



     23. Payroll and Withholding Taxes. All payments to be made or benefits to be provided
hereunder by the Company shall be subject to reduction for any applicable payroll-related or
withholding taxes.



 









 





     24. Entire Agreement. This Agreement supersedes any and all other oral or written agreements
heretofore made relating to the subject matter hereof (including, without limitation, the Prior
Agreement) other than the Change of Control Agreement, and constitutes the entire agreement of the
parties relating to the subject matter hereof.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 
	 	 	SENSIENT TECHNOLOGIES CORPORATION (“Company”)	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Richard Carney	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Richard Carney	 	 
	 

	 	 	 	Vice President — Administration	 	 






	 	 	 	 	 	 	 
	[CORPORATE SEAL]

	 	          Attest:
	 	/s/ John L. Hammond	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	/s/
Kenneth P. Manning	 	 
	 	 	 	 	 
	 	 	Kenneth P. Manning