exv10w3



 





Exhibit 10.3




Amendment No. 1 to the Sensient Technologies




Corporation Amended and Restated Change of Control




Employment and Severance Agreement




     WHEREAS, Sensient Technologies Corporation (the “Company”) has
entered into Amended and Restated Change of Control Employment and Severance
Agreements (the “Agreements”) with certain executives of the Company (the
“Executives”); and



     WHEREAS, the Company desires to revise the definition of
“recent annual bonus” to clarify the term “highest bonus award” in such
definition;



     NOW THEREFORE, subject to the consent of the Executives, the
Agreements are amended as hereinafter provided.



     1. Section 4(b)(ii) is amended in its entirety to read as follows:



     “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
Executive’s highest bonus, if any, earned paid 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, during on the last five annual bonus payment
datesfiscal years of the Company which end immediately preceding or coinciding
withthe Effective Date (annualized in the event that the Executive was not
employed by the Company for the whole of such fiscal year or in the event of a
short fiscal year consisting of less than twelve months) (the “Recent Annual
Bonus”). Each such Annual Bonus shall be paid no later than the end of the third
month of the fiscal year next following the fiscal year for which the Annual
Bonus is awarded, unless the Executive shall elect to defer the receipt of such
Annual Bonus.”



     2. Section 4(b)(ix)(A) is amended in its entirety to read as follows:



     “In the event of a Change of Control, for purposes of
calculating the Executive’s lump sum benefit under the Company’s Supplemental
Executive Retirement Plan A and B (collectively, the “SERP”) 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 (the “EIDP”) to the contrary, for purposes of
determining the “annual bonus” amount for Final Compensation under Section 2.D
or the SERP in the event of a payment under the SERP in connection with a Change
of Control, the measurement period over of five annual bonus payment dates
fiscal years referred to in Section 2.D of the SERP shall be the
five-year period which endsfive annual bonus



 









 




payment dates
immediately preceding or coinciding with the
Effective Date as set forth in Section 4(b)(ii) of this Agreement, and the lump
sum distribution payments under Sections 14(A)(1) and (2) of the SERP and
Section X.A.(i) of the EIDP shall be made on the date of the Change of Control
(if such lump sum distributions cannot be made with complete accuracy on the
date of the Change of Control, the Company shall pay an estimate of the lump sum
amounts on the date of the Change of Control and pay the balance as soon as
practicable thereafter).”



     IN WITNESS WHEREOF, this Amendment is duly executed this    
day of    , 2004.

	 	 	 	 	 
	 	SENSIENT TECHNOLOGIES CORPORATION



 

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 




	 
	 

	

Executive









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