Exhibit 10.1
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT CONTRACT
THIS AMENDED AND RESTATED EXECUTIVE
EMPLOYMENT CONTRACT (the “Amended Agreement”), made and
entered into as of the 17th day of August, 2007, amends and
restates the Executive Employment Contract dated as of
December 1, 2005 (the “Original Agreement”), by
and between Sensient Technologies Corporation, a Wisconsin
corporation (hereinafter referred to as the “Company”),
and Kenneth P. Manning (hereinafter referred to as
“Executive”);
W I T
N E S S E T H :
WHEREAS, the Executive is presently
employed by the Company as its President, Chief Executive Officer
and Chairman of the Board of Directors of the Company (the
“Board”);
WHEREAS, the Board recognizes that
the Executive’s contribution to the growth and success of the
Company has been substantial;
WHEREAS, the Board desires to extend
the term of employment of the Executive and to make certain other
changes to the Original Agreement relating to the continued service
of the Executive as a member of the Company’s management and
as Chairman of its Board of Directors;
WHEREAS, the Executive and the
Company intend that this Amended Agreement shall supersede and
replace the Original Agreement;
WHEREAS, the Executive and the
Company intend that in the event of a Change of Control (as defined
in the Amended and Restated Change of Control Severance and
Employment Agreement, made and entered into as of November 11,
1999, as amended, by and between the Executive and the Company (the
“Change of Control Agreement”)), this Amended Agreement
shall be superseded and replaced by the Change of Control
Agreement; and
WHEREAS, the Executive is willing to
commit himself to continue to serve the Company, on the terms and
conditions herein provided;
NOW, THEREFORE, in consideration of
the foregoing and of the mutual covenants and agreements
hereinafter set forth, the parties hereto mutually covenant and
agree as follows:
1. Employment. The Company
hereby agrees to continue to employ the Executive, and the
Executive hereby agrees to continue to serve the Company, on the
terms and conditions set forth herein.
2. Term. The employment of the
Executive by the Company as provided in Section 1 of this
Agreement will commence on the date hereof and end immediately
following the Company’s 2011 Annual Meeting of Shareholders
to be held on April 21, 2011, unless further extended by
mutual agreement or sooner terminated as hereinafter provided (the
“Employment Period”).
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3. Position and Duties.
(a) The
Executive shall serve as President of the Company until the
election of a new President and Chief Operating Officer in
accordance with the succession plan approved by the Board, unless
otherwise mutually agreed. Throughout that period and thereafter
until the Company’s Annual Meeting of Shareholders to be held
on April 22, 2010, and unless otherwise mutually agreed, the
Executive shall serve as Chief Executive Officer of the Company and
the Chairman of the Board and shall have such responsibilities and
authority as may from time to time be assigned to the Executive by
the Company’s Board of Directors consistent with his position
as President and Chief Executive Officer of the Company and
Chairman of the Board. During the remainder of the Employment
Period and unless otherwise mutually agreed, the Executive shall
serve as the Chairman of the Board and shall have such
responsibilities and authority as may from time to time be assigned
to the Executive by the Company’s Board of Directors
consistent with his position as Chairman of the Board.
(b) During
the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive shall
devote substantially all his working time and efforts during normal
business hours to the business and affairs of the Company and, to
the extent necessary to discharge the responsibilities assigned to
the Executive under this Agreement, use the Executive’s
reasonable best efforts to carry out such responsibilities
faithfully and efficiently. It shall not be considered a violation
of the foregoing for the Executive to (A) serve on corporate,
civic or charitable boards or committees, (B) deliver
lectures, fulfill speaking engagements or teach at educational
institutions and (C) manage personal investments, so long as
such activities do not significantly interfere with the performance
of the Executive’s responsibilities as an employee of the
Company in accordance with this Amended Agreement or otherwise
violate the provisions of Section 14.
4. Place of Performance. In
connection with the Executive’s employment by the Company,
the Executive shall be based in Milwaukee, Wisconsin (at the
principal executive offices of the Company) except for required
travel on the Company’s business to an extent substantially
consistent with his present business travel obligations.
5. Compensation and Related
Matters.
(a) Base
Salary. Except as provided below, during the Employment Period, the
Company shall pay to the Executive a salary at a rate of $845,500
per annum pursuant to the Company’s normal payroll practices
(the “Base Salary”). The Base Salary shall be reviewed
on or before January 1 of each year following the date of this
Amended Agreement, while this Amended Agreement remains in force,
to ascertain whether in the judgment of the Board or such Committee
to whom the Board may have delegated authority, such Base Salary
should be adjusted. Any adjustment shall occur only by mutual
agreement of the Company (acting with the approval of the
Compensation Committee) and the Executive. If so adjusted, the term
Base Salary as utilized in this Amended Agreement shall refer to
the Base Salary as so adjusted. Compensation of the Executive by
salary payments shall not be deemed exclusive and shall not prevent
the Executive from participating in any other compensation or
benefit plan of the Company. The Base Salary payments (including
any adjusted salary payments) hereunder shall not in any way limit
or reduce any other obligation of the Company hereunder, and no
other
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compensation, benefit or payment hereunder shall in any way limit
or reduce the obligation of the Company to pay the
Executive’s Base Salary hereunder.
(b) Annual
Bonus. In addition to the annual Base Salary, the Executive shall
be eligible to be awarded, for each fiscal year or portion of a
fiscal year ending during the Employment Period, an annual bonus
(the “Annual Bonus”) pursuant to the terms of the
Company’s Incentive Compensation Plan for Elected Corporate
Officers, or any successor or replacement plan.
(c) Expenses.
During the Employment Period, the Executive shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred
by the Executive in performing services hereunder, including all
expenses of travel and living expenses while away from home on
business or at the request of and in the service of the Company,
provided that such expenses are incurred and accounted for in
accordance with the policies and procedures established by the
Company.
(d) Other
Benefits. During the Employment Period: (i) the Executive
shall be entitled to participate in incentive, savings and
retirement plans, practices, policies and programs of the Company
to an extent no less favorable than the participation provided
generally to other senior executives of the Company; and
(ii) the Executive and/or the Executive’s family, as the
case may be, shall be eligible for participation in, and shall
receive benefits under, welfare benefit plans, practices, policies
and programs provided by the Company (including, without
limitation, medical, prescription, dental, disability, employee
life insurance, group life insurance, accidental death and travel
accident insurance plans and programs) to an extent no less
favorable than the participation and benefits provided to other
senior executives of the Company (and/or their families).
(e) Vacation.
During the Employment Period, the Executive shall be entitled to
paid vacation that is no less favorable than the paid vacation
provided generally to other senior executives of the Company and to
all paid holidays given by the Company to its other senior
executives.
(f) Office
and Support Staff. During the entire term of this Amended
Agreement, the Company shall furnish the Executive with office
space, secretarial assistance and such other facilities and
services as shall be suitable to the Executive’s position and
adequate for the performance of his duties as set forth in
Section 3.
(g) Fringe
Benefits. During the Employment Period, the Executive shall be
entitled to fringe benefits and perquisites, which shall be no less
favorable than the fringe benefits and perquisites provided
generally to other senior executives of the Company.
6. Offices. The Executive agrees
to serve without additional compensation, if elected or appointed
thereto, as a director of the Company and any of its subsidiaries
and in one or more executive offices of any of the Company’s
subsidiaries, provided that the Executive is indemnified for
serving in any such capacities on a basis no less favorable than is
currently provided by the Company’s By-laws.
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7. Death. If the Executive shall
die during the Employment Period but prior to the delivery of a
Notice of Termination (as hereinafter defined) by the Company or by
the Executive for Good Reason (as hereinafter defined), the Company
shall pay the Executive’s estate or legal representative,
within thirty days following the Executive’s Date of
Termination (as hereinafter defined), a lump sum payment equal to
the sum of: (1) the accrued but unpaid portion of the
Executive’s annual Base Salary through the Date of
Termination (i.e., the portion of the Base Salary for the period
before Executive’s death that remains unpaid), (2) the
value of the Executive’s accrued, but unused, vacation days
(based on the Executive’s annual Base Salary) and
(3) the product of (x) the average annual bonus earned by
the Executive for the three years immediately prior to the year in
which the Date of Termination occurs and (y) a fraction, the
numerator of which is the number of full and partial months in the
fiscal year in which the Date of Termination occurs through the
Date of Termination, and the denominator of which is twelve, in
each case to the extent not theretofore paid (the “Bonus
Amount”), and the Company shall have no further obligations
to pay other benefits under this Amended Agreement. The amounts
described in clauses (1), (2) and (3) shall be
hereinafter referred to as the “Accrued
Obligations.”
8. Disability.
(a) If
during the Employment Period, the Company or the Executive
terminates the Executive’s employment due to the
Executive’s Disability, the Company shall pay the Executive
(1) within thirty days following the Executive’s Date of
Termination, a lump sum payment of the Accrued Obligations and
(2) commencing on the Date of Termination until April 21,
2011 or the termination of his Disability, whichever is first to
occur, such amounts which an individual in his earnings category
would be normally entitled to receive as full Long Term Disability
(“LTD”) coverage under the Company LTD plan then in
effect, but not less than 60% of his Base Salary as determined
under Section 5(a) at the time of the Date of Termination. During
the term of his Disability, the Executive also shall receive the
employee benefits (or service credits therefor, as the case may be)
he would have been entitled to receive, as provided in Section 5(d)
(other than under incentive plans). The obligation to provide the
foregoing disability benefits shall survive the termination of this
Amended Agreement provided the Disability was incurred before
termination, and the Company shall have no further obligations to
pay compensation or benefits under this Amended Agreement.
(b) For
purposes of this Amended Agreement, “Disability” means
that (i) the Executive has been unable, for a period of 180
consecutive business days, to perform the Executive’s duties
under this Amended Agreement, as a result of physical or mental
illness or injury, and (ii) a physician selected by the
Company or its insurers, and acceptable to the Executive or the
Executive’s legal representative, has determined that the
Executive’s incapacity is total and permanent. A termination
of the Executive’s employment by the Company for Disability
shall be communicated to the Executive by written notice, and shall
be effective on the 30th day after receipt of such notice by the
Executive (the “Disability Effective Date”), unless the
Executive returns to full-time performance of the Executive’s
duties before the Disability Effective Date.
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9. Termination by the
Company.
(a) Termination
for Cause. The Executive’s employment may be terminated by
the Board at any time for Cause which shall be defined to mean
(I) conviction of the Executive of any act of fraud, theft or
embezzlement or (II) the commission of any of the
following
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