Exhibit 10.1(s)
SENSIENT TECHNOLOGIES
CORPORATION
FORM OF
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN A
(Amended and Restated as of
January 1, 2005)
SECTION
1. PURPOSE
The purpose of the Sensient
Technologies Corporation Supplemental Executive Retirement Plan A
(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:
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A.
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“Administrator” means the Vice
President of Administration of the Company.
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B.
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“Benefits
Administrative Committee” means the Benefits Administrative
Committee of the Company, members of which are appointed by the
Chief Executive Officer of the Company.
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C.
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“Board” means the board of directors
of Sensient Technologies Corporation.
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D.
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“Company” means Sensient
Technologies Corporation, and shall include all of its wholly-owned
subsidiaries.
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E.
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“Early
Retirement Date” means the date the Executive attains age 55
and has completed 10 or more years of continuous service with the
Company.
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F.
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“Executive” means a selected
employee of the Company designated to participate in the Plan by
the Chief Executive Officer of the Company.
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G.
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“Final
Compensation” means the greater of:
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1.
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the Executive’s annual base
salary as in effect, 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
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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
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2.
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the
Executive’s average annual base salary as in effect 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.
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H.
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“Normal
Retirement Date” means the date the Executive attains age 62;
or such date after the Executive attains age 55 and his or her age
and years of continuous service with the Company equals or exceeds
85.
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I.
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“Plan
Year” means each twelve (12) consecutive month period
commencing on January 1 and ending the following
December 31.
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SECTION
3. BENEFITS
Participating Executives and/or
their spouses and designated beneficiaries shall be entitled to
benefits under this Plan provided the Executive is employed by the
Company at the time of his or her death or until his or her
retirement, or in the event of the Company’s change of
control, whichever occurs earlier.
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A.
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Survivor
Income Benefit
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In the event of the
Executive’s death prior to his or her retirement, a survivor
income benefit will be payable to the Executive’s designated
beneficiary for a guaranteed period of up to 20 years. Each
Executive’s guaranteed period shall be indicated on the
Appendix hereto. The annual survivor income benefit for such period
will be equal to the product of the Executive’s designated
percentage indicated on the Appendix hereto and his or her Final
Compensation.
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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:
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1.
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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.
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2.
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Executives who
begin participation after January 1, 2005 must submit an
election form upon commencing participation in the Plan.
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3.
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Any election,
once made, is irrevocable and may not be changed.
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At the Executive’s retirement,
the survivor income benefit in paragraph A above shall no longer be
available, and the Executive shall elect among one of the
alternatives described below.
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1.
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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 the guaranteed
period of up to 20 years (as set forth on the Appendix hereto),
equal to the product of the designated percentage (as set forth on
the Appendix hereto) and the Executive’s Final Compensation,
reduced, if applicable, by the early retirement provision in
paragraph D below based on the Executive’s retirement
date.
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(or)
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2.
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The Executive
may elect to continue in effect the survivor income benefit to be
payable to his or her designated beneficiary following the
Executive’s death for the guaranteed period of up to 20
years. The annual survivor income benefit for such period will be
equal to the product of the Executive’s designated percentage
indicated on the Appendix hereto and his or her Final Compensation,
reduced, if applicable, by the early retirement provision in
paragraph D below based on the Executive’s retirement
date.
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(or)
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3.
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The Executive
may elect to receive following his or her retirement a retirement
income benefit to be payable to the Executive or his or her
designated beneficiary for the guaranteed period of up to 20 years.
The annual retirement/survivor income benefit for such period will
be equal to the product of the Executive’s designated
percentage indicated on the Appendix hereto and his or her Final
Compensation, reduced, if applicable, by the early retirement
provision in paragraph D below based on the Executive’s
retirement date.
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(or)
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4.
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The Executive
may elect to receive a lifetime retirement/survivor income benefit
to be payable in the form of a joint and survivor annuity. If
elected, the amount payable will be reduced, as provided below, to
cover the cost for providing the annuity over the life of the
Executive and his or her spouse. The survivor income benefit for
the surviving spouse will be 50% of the retirement income benefit
for the Executive. The minimum benefit to be paid to the Executive,
his or her spouse and designated beneficiary will be equal to the
aggregate dollar amount which would have been payable in the
guaranteed up to 20 year payout in paragraph 3 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 payout period of all benefits related to
the Executive equals the number of years in the guaranteed period.
The reductions, from the guaranteed up to 20 year amount in
paragraph 3 above, to obtain the 50% joint and survivor annuity
are:
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%
Reduction
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55
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8
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56
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7
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57
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6
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58
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5
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59
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4
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60
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3
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61
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2
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62
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0
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D.
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Early
Retirement Benefit
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The retirement income benefit will
be reduced by three percent (3%) for each full year the
Executive’s Early Retirement Date precedes his or her Normal
Retirement Date.
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SECTION 4. MANNER OF
PAYING BENEFITS
Subject to Section 17, 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, an initial
benefit payment shall be made as defined under Section 3. All
subsequent benefits under this Plan shall accrue on the first day
of each succeeding month after death or retirement and shall be
made on or about such day during the period for which benefits are
payable.
SECTION
5. BENEFICIARY DESIGNATION
The benefits payable by the Company
under Section 3 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 a writing similarly filed. 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.
SECTION
6. TERMINATION OF EMPLOYMENT
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
7. DISABILITY
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
8. 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
owner 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
9. 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 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.
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SECTION
10. NON-ASSIGNABILITY OF
BENEFITS
Except as permitted by
Section 5, no rights of any kind under this Plan shall,
without the written consent of the Company, be transferable or
assignable by the Executive 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).
SECTION 11.
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. The failure of either the Company or
any 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 benefits of any Executive, Executive’s spouse or
designated beneficiary covered by the Plan, prior to
termination.
SECTION 12.
CHANGE OF CONTROL OF THE
COMPANY
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A.
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1.
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Notwithstanding
any other provision of the Plan, including specifically
Section 3 and 6, 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.
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2.
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Notwithstanding any other
provision of the Plan, including specifically Section 3, 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 3 (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
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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.
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3.
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The change of
control benefit calculated under this subsection A, and subject to
paragraph 5 below, will be the present lump sum value of a benefit,
payable for a guaranteed 20 year period, equal to the product of
the designated percentage (as set forth in Section 3) and the
Executive’s Final Compensation (without imposition of a
reduction of
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