Exhibit 10.1(t)
SENSIENT TECHNOLOGIES
CORPORATION
FORM OF
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN B
(Amended and Restated as of
January 1, 2005)
SECTION
1. PURPOSE
The purpose of the Sensient
Technologies Corporation Supplemental Executive Retirement Plan B
(the “Plan”) is to enable Sensient Technologies
Corporation (the “Company”) to attract, retain, and
motivate certain key employees and to provide retirement and
survivor benefits for the employees, their surviving spouses and
designated beneficiaries. The Company intends the Plan to be a
non-qualified supplemental executive retirement plan for certain
key employees, as designated and described herein. All benefits
under this Plan, as amended and restated below, are subject to
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and any guidance issued
thereunder.
SECTION
2. DEFINITIONS
For the purpose of this Plan,
certain words or phrases used herein will have the following
meanings:
|
|
A.
|
“Administrator” means the Vice
President of Administration of the Company.
|
|
|
B.
|
“Benefits
Administrative Committee” means the Benefits Administrative
Committee of the Company, members of which are appointed by the
Chief Executive Officer of the Company.
|
|
|
C.
|
“Board” means the board of directors
of Sensient Technologies Corporation.
|
|
|
D.
|
“Company” means Sensient
Technologies Corporation, and shall include all of its wholly-owned
subsidiaries.
|
|
|
E.
|
“Disability” means permanent
long-term disability for which the Executive would be entitled to
long-term disability benefits under the Company’s long-term
disability plan. During periods of determined Disability, solely
for purposes of this Plan, the Executive shall be considered to be
in the full employ of the Company.
|
|
|
F.
|
“Early
Retirement Date” means the later of (i) the date the
Executive attains age 55 and (ii) the date the Executive has
completed 10 or more years of continuous service with the
Company.
|
|
|
G.
|
“Executive” means a selected
employee of the Company designated to participate in the Plan by
the Chief Executive Officer of the Company.
|
|
|
H.
|
“Final
Compensation” means the greater of:
|
|
|
(i)
|
the
Executive’s annual base salary as in effect, prior to
reduction for the Executive’s contributions to this Plan, as
of, as applicable, the date of his death or retirement, or the date
immediately preceding the Company’s change of control, plus
50% (100% if the Executive has at any time been the Company’s
Chief Executive Officer, Chief Operating Officer or Chief Financial
Officer) of the highest bonus award, if any, paid to the Executive
pursuant to, as applicable, the Sensient Technologies Corporation
Management Incentive Plan for Division Presidents or the Sensient
Technologies Corporation Incentive Compensation Plan for Elected
Corporate Officers on any one annual bonus payment date coinciding
with or following the date on which the Executive attains age 50
and preceding, as applicable, the date of the Executive’s
death or retirement, or the date of the Company’s change of
control; or
|
|
|
(ii)
|
the
Executive’s average annual base salary as in effect, prior to
reduction for the Executive’s contributions to this Plan,
during the 60 highest paid consecutive calendar months of the last
120 calendar months immediately preceding, as applicable, the date
of his death or retirement, or the date immediately preceding the
Company’s change of control, plus 50% (100% if the Executive
has at any time been the Company’s Chief Executive Officer,
Chief Operating Officer or Chief Financial Officer) of the highest
bonus award, if any, paid to the Executive pursuant to, as
applicable, the Sensient Technologies Corporation Management
Incentive Plan for Division Presidents or the Sensient Technologies
Corporation Incentive Compensation Plan for Elected Corporate
Officers on any one annual bonus payment date coinciding with or
following the date on which the Executive attains age 50 and
preceding, as applicable, the date of the Executive’s death
or retirement, or the date of the Company’s change of
control.
|
|
|
I.
|
“Normal
Retirement Date” means the earlier of (i) the date the
Executive attains age 62 or (ii) the later of (A) the
date the Executive attains age 55 and (B) the date his or her
age and years of continuous service with the Company equals or
exceeds 85.
|
|
|
J.
|
“Plan
Year” means each twelve (12) consecutive month period
commencing on January 1 and ending the following
December 31.
|
2
SECTION 3. EXECUTIVE
CONTRIBUTION
While employed with the Company,
Executive will contribute on a payroll basis, through a reduction
in base salary, an annual amount equal to the Northwestern Mutual
Life Insurance Company’s non-rated term insurance premium
applicable to a life insurance benefit of two times the
Executive’s base salary in effect on the date of acceptance
into the Plan.
SECTION
4. BENEFITS
Except as otherwise provided in
Section 13, participating Executives, their spouses and
designated beneficiaries shall only be entitled to benefits under
this Plan if the Executive is employed by the Company at time of
death or until his or her Early Retirement Date, whichever occurs
earlier.
|
|
A.
|
In the event
the Executive dies while employed by the Company, the Executive
will have a survivor income benefit payable to his or her
designated beneficiary for a guaranteed period (see
Section 18). The benefit will equal the designated percentage
of the Executive’s Final Compensation (see
Section 18).
|
|
|
B.
|
The Executive
shall be required to submit an election form with respect to the
Executive’s retirement benefit under subsection C below, in
accordance with the following:
|
|
|
1.
|
Executives who
were participating in the Plan prior to or on January 1, 2005
must submit the election form no later than December 31,
2007.
|
|
|
2.
|
Executives who
begin participation after January 1, 2005 must submit an
election form upon commencing participation in the Plan.
|
|
|
3.
|
Any election,
once made, is irrevocable and may not be changed.
|
|
|
C.
|
At retirement,
the benefit in paragraph A shall no longer be available, and the
Executive shall elect one of the alternatives in paragraphs 1, 2, 3
and 4 below as set forth in paragraph B above.
|
|
|
1.
|
The Executive
may elect to continue in effect a survivor income benefit payable
to his or her designated beneficiary for a guaranteed period (see
Section 18) commencing after the Executive’s death. The
benefit will equal the designated percentage (see Section 18)
of the Executive’s Final Compensation, reduced if applicable
by the early retirement provision in paragraph D below based on the
Executive’s retirement date.
|
3
|
|
2.
|
The Executive
may elect to receive a supplemental retirement income benefit
payable for a guaranteed period (see Section 18) to the
Executive or, in the event of the Executive’s death, his or
her designated beneficiary. The benefit will be the designated
percentage (see Section 18) of the Executive’s Final
Compensation, reduced if applicable by the early retirement
provision in paragraph D below. Payments cease after an aggregate
of the guaranteed period of payments have been made to the
Executive and the beneficiary.
|
|
|
3.
|
The Executive
may elect to receive a lifetime supplemental retirement income
benefit in a joint or survivor form with the Executive’s
spouse on the date of retirement as the contingent beneficiary. The
benefit will be the designated percentage of the Executive’s
Final Compensation (see Section 18), reduced, if applicable,
by the early retirement provision in paragraph D below and further
reduced, as provided below, to cover the cost for providing the
benefit over the lives of the Executive and the spouse. The benefit
for a surviving spouse will be 50% of the monthly benefit for the
Executive. The minimum benefit to be paid in the aggregate to the
Executive, spouse, and designated beneficiary will be equal to the
aggregate dollar amount which would have been payable in the
guaranteed period of payout in paragraph 2 above. Therefore, after
the death of the later to die of the Executive and the
Executive’s spouse the designated beneficiary shall receive
the remainder of the minimum benefit. If the aggregate payments to
the Executive and the Executive’s spouse were made for at
least the guaranteed period, the remainder of the minimum benefit
shall be paid in a lump sum. If the aggregate payments to the
Executive and the Executive’s spouse were made for less than
the guaranteed period, the remainder of the minimum benefit shall
be paid in equal monthly installments over the period necessary
such that the aggregate payment period for all benefits related to
the Executive equals the guaranteed period. The reductions, from
the guaranteed period amount in paragraph 2 above, to obtain the
50% joint and survivor benefit are:
|
|
|
|
|
Executive’s
Age
|
|
% Reduction
|
|
55
|
|
8
|
|
56
|
|
7
|
|
57
|
|
6
|
|
58
|
|
5
|
|
59
|
|
4
|
|
60
|
|
3
|
|
61
|
|
2
|
|
62
|
|
0
|
4
|
|
4.
|
The Executive
may elect a retirement income benefit payable in the form of a lump
sum distribution. If the Executive makes a lump sum distribution
election, his or her retirement income benefit will equal the
present lump sum value of a benefit, payable for a guaranteed 20
year period, equal to the designated percentage of the
Executive’s Final Compensation, reduced, if applicable, by
the early retirement provision in subsection D below based on the
Executive’s retirement date.
|
|
|
D.
|
In the event
that the Executive retires after the Early Retirement Date but
prior to the Normal Retirement Date, the retirement benefit in
paragraph C1, 2, 3 and 4 above will be reduced by 3% for each full
year the retirement precedes the Executive’s Normal
Retirement Date.
|
SECTION
5. MANNER OF PAYING BENEFITS
Subject to Section 19, within
five (5) days following the death (or the finalization of any
needed resolution as to beneficiary status) or within five
(5) days following the retirement of the Executive eligible
under Section 4, an initial benefit payment shall be made as
defined under Section 4. All subsequent benefits under this
Plan shall accrue on the first day of each succeeding month after
such payment and shall be made on or about such day during the
period for which benefits are payable.
SECTION
6. BENEFICIARY DESIGNATIONS
The benefits payable by the Company
under Section 4 shall be paid as they become due to the
beneficiary or beneficiaries as designated by the Executive in
writing on the Beneficiary Designation form provided by the
Administrator. The Executive shall have the right to change or
amend such beneficiary designation from time to time (without the
consent of any prior beneficiary) by submitting a newly executed
Exhibit B to the Company. If the Executive fails to make such
beneficiary designation or if no beneficiary so designated survives
the Executive, payments shall be made as they become due to the
duly appointed personal representative of the estate of the
Executive.
5
SECTION 7. TERMINATION OF
EMPLOYMENT
Except as otherwise provided in
Section 13, if an Executive’s employment with the
Company is terminated prior to the Executive’s Early
Retirement Date, either by the Company or by the Executive, with or
without cause, no amounts shall be paid under any provision of this
Plan. Disability or death shall not be deemed a termination of
employment for purposes of this Section.
SECTION
8. DISABILITY
If the Executive incurs a
Disability, Executive contributions will be waived unless and until
the Executive returns to full employment. Retirement benefits that
are payable under this Plan will be reduced if and to the extent
the Executive is receiving benefits under the Company’s
long-term disability plan.
SECTION
9. TITLE TO LIFE INSURANCE
If the Company elects to purchase a
life insurance contract to provide the Company with funds to make
payments hereunder, the Company shall at all times be the sole
owners of and the beneficiary under such contract, and shall have
the unrestricted right to use all amounts and to exercise all
options and privileges thereunder without knowledge or consent of
the Executive, his or her designated beneficiary or any third
party. It is expressly agreed that neither the Executive,
designated beneficiary, nor any third party shall have any right,
title, or interest whatsoever in or to any such
contract.
SECTION
10. PAYMENTS ARE NOT SECURED
The Executive, his or her designated
beneficiary or any third party having or claiming a right to
payments hereunder or to any interest in this Plan shall rely
solely on the unsecured promise of the Company, and nothing herein
shall be construed to give the Executive, his or her spouse or
designated beneficiary or any third party any right, title,
interest, or claim in or to any specific asset, fund, reserve,
account or property of any kind whatsoever owned by the Company or
in which it may have any right, title or interest now or in the
future. The Executive shall have the right to enforce his or her
claim against the Company in the same manner as any unsecured
creditor.
SECTION
11. NON-ASSIGNABILITY OF
BENEFITS
Except as permitted by
Section 6, no rights of any kind under this Plan shall be
transferable or assignable by the Executive, spouse or any
designated beneficiary or be subject to alienation, encumbrance,
garnishment, attachment, execution, levy or seizure by legal
process of any kind, voluntary or involuntary. 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).
6
SECTION
12. AMENDMENT
This Plan may be amended at any time
or from time to time by the Board. Any amendment shall not reduce
the benefit of any participating Executive, or any party receiving
benefits under this Plan without a consent in writing by the
affected Executive or party, as applicable. The failure of either
the Company or the Executive to enforce any of the provisions
hereof shall not be deemed a waiver thereof. No provision of this
Plan shall be deemed to have been waived or modified unless such
waiver or modification shall be in writing and signed by the
appropriate party. The Board reserves the right to terminate the
Plan at any time, provided that any such termination shall comply
with Treas. Reg. §1.409A-3(j)(4)(ix). The termination of the
Plan shall not affect the payment of benefits due to or accrued by
any Executive, Executive’s spouse, or designated beneficiary
covered by the Plan prior to termination.
SECTION
13. CHANGE OF CONTROL OF THE
COMPANY
|
|
|
|
|
|
A.
|
|
1.
|
|
Notwithstanding
any other provision of the Plan, including specifically
Section 4 and 7, in the event of the change of control of the
Company, each Executive employed with the Company as of the date of
the change of control shall receive, in lieu of any benefit accrued
under any other provision of the Plan (other than paragraph 4 below
of this subsection A, if applicable), a change of control benefit
as calculated under paragraph 3 below of this subsection A payable
in the form of a lump sum distribution as soon as administratively
feasible after the date of such change of control, but no later
than five (5) days following the change of control, regardless
of the Executive’s age or period of continuous service as of
the date of the change of control.
|
|
|
2.
|
Notwithstanding
any other provision of the Plan, including specifically
Section 4, in the event of the change of control of the
Company, each Executive who terminated employment before the date
of the change of control (except for an Executive of a division of
the Company divested before the change of control, unless otherwise
determined by the Administrator in his or her discretion) who has
not received full payment of his or her accrued benefit under
Section 4 (or if any such Executive is deceased, such
Executive’s spouse or other designated beneficiary) shall
receive, in full satisfaction of such accrued benefit, a lump sum
distribution of the present value of such accrued benefit (or a
lump sum distribution of the present value of his or her remaining
payments if already in pay status) as soon as administratively
feasible after the date of such change of control, but no later
than five (5) days following the change of control.
|
|
|
3.
|
The change of control benefit
calcu
|
