SENSIENT TECHNOLOGIES
SUPPLEMENTAL BENEFIT PLAN
(Effective as of January 1,
2005)
SENSIENT TECHNOLOGIES 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 Code: (1) the Original
Plan was frozen to maintain grandfathered benefits as of
December 31, 2004 to the extent permitted under
Section 409A of the Code; and (2) this Sensient
Technologies Supplemental Benefit Plan was established as an
ongoing plan subject to Section 409A of the Code with respect
to benefits vesting and accruing on and after January 1, 2005,
together with earnings on such benefits. All benefits under this
Plan are subject to Section 409A of the Code and any guidance
issued thereunder. If any decision by the Internal Revenue Service,
or issuance by the Internal Revenue Service or the Department of
the Treasury of interpretive authority, results in any benefits
under the Original Plan not being considered as grandfathered under
Section 409A of the Code, such benefits under the Original
Plan shall be covered by and subject to all terms and conditions of
this Plan.
(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) “Deferred
Compensation Limit” means the limitations, if any, imposed
under the Code on the recognition by qualified retirement plans of
the amount of any direct cash compensation deferred pursuant to the
Sensient Technologies Corporation Executive Income Deferral Plan
and the Sensient Technologies Corporation Management Income
Deferral Plan.
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(f) “Effective
Date” means January 1, 2005.
(g) “Employer”
means the Company and any subsidiary or affiliate of the
Company.
(h) “ESOP”
means the Sensient Technologies Retirement Employee Stock Ownership
Plan as amended from time to time.
(i) “Executive”
means an elected officer of an Employer who is specifically
designated by the Chief Executive Officer of the Company as
participating in this Plan.
(j) “415
Limit” means the limitations imposed by Code Section 415
on benefits and/or contributions for qualified retirement
plans.
(k) “Plan
Account” means a bookkeeping account maintained by the
Administrator for each Executive to reflect the supplements
allocated to the Executive under the Plan.
(l) “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.
(m) “Savings
Plan” means the Sensient Technologies Corporation Savings
Plan as amended from time to time.
(n) “Transition
Plan” means the Sensient Technologies Transition Retirement
Plan as amended from time to time.
(o) “$200,000
Limit” means the limitation imposed by Code
Section 401(a)(17), as adjusted, on a participant’s
annual compensation for purposes of calculating benefits under
qualified retirement plans.
(p) “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. Savings Plan Matching
Supplement .
Subject to
Section 6(e), an Executive’s Plan Account shall be
allocated an amount as of each December 31 equal to the
difference between (A) and (B), where:
(A) is the
amount of matching Employer contributions that would have been
allocated to the account of the Executive for each plan year under
the Savings Plan, assuming:
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(1)
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the
Executive had made the maximum pre-tax deposits for the plan
year,
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(2)
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the
415 Limit and $200,000 Limit were inapplicable, and
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(3)
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the
limitations on employer and employee contributions under Code
Sections 401(k), 401(m), and 402(g) were inapplicable,
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(B) is the
actual matching Employer contribution allocable to the
Executive’s Savings Plan account for the plan
year.
Section 4. ESOP Supplement
.
Subject
to Section 6(e), an Executive’s Plan Account shall be
allocated an amount as of each December 31 equal to the
difference between (A) and (B), where:
(A) is the
amount of allocations that would have been made to the account of
the Executive for each plan year under Section 4.5 of the
ESOP, assuming the 415 Limit, the $200,000 Limit and the Deferred
Compensation Limit were inapplicable, and
(B) is the
actual Section 4.5 allocation to the Executive’s ESOP
account for the year.
Section 5. Transition Supplement
.
Subject to
Section 6(e), an Executive’s Plan Account shall be
allocated an amount each December 31 equal to the amount of
allocations that would have been made to the account of the
Executive for each plan year under Section 4.1 of the
Transition Plan, assuming the 415 Limit were inapplicable and the
Executive were a Participant in the Transition Plan with the
benefit determined by the Administrator. This Transition Supplement
shall be the Executive’s applicable dollar amount for such
year as specified in Appendix A attached hereto.
Section 6. 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 allocations provided in
Sections 3, 4 and 5 above, the distributions provided in
Section 7 below, and the adjustments for valuation specified
below.
(b) The
portions of a Plan Account attributable to any supplement with
respect to the ESOP and the Transition Plan shall reflect the
actual investment performance of the Executive’s account
under the ESOP.
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(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 8 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.
(e) An
Executive’s Plan Account shall be allocated an amount under
Section 3, 4 or 5 only if the Executive: (i) was employed
by the Employers on December 31 of the year in which the
allocation is made; or (ii) ceased employment due to the
Executive’s death, retirement or disability (as defined under
the Company’s long-term disability plan).
Section 7. Benefit Payments.
(a) An
Executive shall only be vested in the Plan Account if such
Executive is vested pursuant to the terms of the ESOP. Consistent
with Section 7.12 of the ESOP, the Plan Accounts shall be
fully vested and nonforfeitable in the event of a “change of
control of the Company” which for this purpose
means:
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(i)
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the
acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934 (the “Exchange Act”) (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either
(A) the then outstanding shares of common stock of the Company
(the “Outstanding Company Common Stock”) or
(B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a
Change of Control: (1) any acquisition directly from the
Company, (2) any acquisition by the Company, (3) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (4) any acquisition pursuant to a
transaction which complies with clauses (A), (B) and (C) of
subsection (iii) of this Section; or
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(ii)
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individuals who, as of
September 10, 1998, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a director subsequent to September 10, 1998
whose
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election, or nomination for election
by the Company’s shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
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(iii)
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consummation by the Company of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company or the acquisition of assets of another entity (a
“Business Combination”), in each case, unless,
following such Business Combination, (A) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
business combination beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as
a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (B) no Person
(excluding any employee benefit plan (or related trust) of the
Company or of such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more
of, respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership existed
prior to the Business Combination and (C) at least a majority
of the members of the board of directors of the corporation
resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial
agreement, or the action of the Board, providing for such Business
Combination; or
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(iv)
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approval by the shareholders of the
Company of a complete liquidation or dissolution of the
Company.
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