SENSIENT TECHNOLOGIES FROZEN
SUPPLEMENTAL BENEFIT PLAN
(Amended and Restated as of
December 31, 2004)
SENSIENT TECHNOLOGIES FROZEN
SUPPLEMENTAL BENEFIT PLAN
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.
(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.
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(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)
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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.
(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
Accoun
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