AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT CONTRACT
THIS AMENDED AND
RESTATED EXECUTIVE EMPLOYMENT CONTRACT (the “Amended
Agreement”), made and entered into as of the 5th day of
February, 2009, amends and restates the Executive Employment
Contract dated as of December 1, 2005, as most recently
amended and restated as of October 28, 2008 (the “Prior
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”);
WHEREAS ,
the Executive is presently employed by the Company as its 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 make certain changes to the Prior Agreement
relating to the term of this Agreement and Executive’s duties
hereunder;
WHEREAS ,
the Executive and the Company intend that this Amended Agreement
shall supersede and replace the Prior 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 October 23, 2008, 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Amended Agreement shall be superseded and replaced by the Change of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 on December 31, 2011, unless further
extended by mutual agreement or sooner terminated as hereinafter
provided (the “Employment Period”).
(a) Unless
otherwise mutually agreed, during the Employment Period 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 Chief Executive Officer of the Company and 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 $913,500 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 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.”
(a) If
during the Employment Period, the Executive is determined by the
Company to have a Disability, the Company shall pay the Executive
(1) within thirty days following the Executive’s
Disability determination, a lump sum payment of the Accrued
Obligations and (2) commencing on the Executive’s
Disability determination until December 31, 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 Executive’s Disability
determination. 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 is unable to engage in any substantial
gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than
12 months; or (ii) the Executive is, by reason of any
medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months
under an accident and health plan covering the Executive. The
Company’s determination that the Executive has a 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. The determination of
Disability shall be made by a physician selected by the Company or
its insurers and acceptable to the Executive or the
Executive’s legal representative.
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 acts by the Executive which is substantially
injurious to the Company: dishonesty, gross misconduct, willful
disclosure of trade secrets, gross dereliction of duty or other
grave misconduct on the part of the Executive.
The
Executive shall not be deemed to have been terminated for Cause
without (i) reasonable notice to the Executive setting forth
the reasons for the Company’s intention to terminate for
Cause, (ii) an opportunity for the Executive, together with
his counsel, to be heard before the Board and (iii) delivery
to the Executive of a Notice of Termination from the Board finding
that in the good faith opinion of the Board the Executive was
guilty of conduct set forth above in this Section 9(a), and
specifying the particulars thereof in detail. In the event the
Executive’s employment is terminated for Cause, the Executive
shall be entitled to his accrued and unpaid Base Salary through the
Date of Termination and shall forfeit his right to any and all
compensation and benefits he would otherwise have been entitled to
receive under this Amended Agreement.
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(b)
Termination without Cause . The Company has the right to
terminate the employment of the Executive without Cause, upon at
least thirty days’ prior written notice, if such termination
is approved by a majority vote of the Board taken at a meeting duly
called to consider such matter. In the event of termination of the
Executive’s employment pursuant to this Section 9(b), the
Company shall provide the Executive with the following
“Termination Benefits,” and the Company shall have no
further obligations to pay compensation or benefits under this
Amended Agreement:
(i) a
lump sum cash payment, within thirty days following the Date of
Termination, equal to the sum of: (A) the Accrued Obligations,
and (B) the product of (1) three and (2) the sum of
the Base Salary, plus the higher of Executive’s most recent
annual bonus or Executive&rs
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